The Symbiotic Spider-Man
by YARNfics
Summary: [Based off the PS4 game] Peter thought life would finally be back to 'normal' for him. Too bad that he needs a new job and has to balance his hero and normal life especially with MJ and Miles. Oh and the strangest problem? That would be dealing with the fact he had an alien symbiote that decided he was an ideal host and would stay with him. Oh well, just another day in his life.
1. Chapter 1

**This is an AU of a Spiderman fic I drafted where Peter has been mentoring Miles since the end of the game and They are about to head out on patrol. If I post that fic, you might see a bit of a similarity in the first chapter... In this a meteor had landed on earth and as Spider-man investigates, the symbiote attaches to him without his knowledge.**

 **The twist?**

 **It's not Venom, and it isn't violence inclined like it brethren (as it turns out, the Klyntar race is actually peaceful). Also it takes on the appearance of the Spider-man 2099 White Armor Suit (my personal favorite suit). Also Peter HAS NOT come across the Klyntar before so he hasn't had any experience with Venom or Carnage. Plus he can choose his suit and switch between them with the same level of control as he does in the game Spider-Man: Web of Shadows.**

 **I may or may not not continue this, depending on reviews and personal drive. Not sure exactly how serious I am about this fic.**

 **Maybe...**

 **-Y.A.R.N.**

 **P.S. All credit to respective owners and thank you wiki!**

* * *

Peter crouched next to the crater that had formed from the small asteroid that had landed in the park. He carefully made sure that he didn't touch the smoking stone as he examined the gouge. He had seen the cloud of dust as he was swinging home from patrol and had hurried over to make sure that no one had gotten hit or was dying. Thankfully, no one had been near enough to take any damage and the worst anyone got was probably a coat of dust that could easily be showered off.

"I should probably call Yuri..." Spider-man mused as he straightened and his earpiece began to dial the cop.

No one noticed a squirming white, black, and red ooze wriggle out of a crack in the rock formation and wriggle onto the web-slinger's foot right before he swung off into his apartment.

* * *

A tired Peter Parker sighed as he swung into his apartment and pulled off his mask. Patrol had been a bit more of a pain but much more rewarding with the last of Sable's international forces finally being beaten before clearing out of the city (much to the delight of New York). As a bonus, the people had been much kinder with MJ's and Robbie's work in the papers. Ol' Jolly Jonah was doing his best to besmirch him as per the usual, but frankly his good deeds were pushing people's opinion of him on the up and up. With a few petty muggings and two B&E's thwarted he decided to call it a night and left for his apartment.

He stripped off his suit and threw it in the lock box he had created and coded in the lab - before it was shut for good - to keep his suits, whatever gadgets, and tools in. Black Cat's suit for him had been been placed there and he figured as much as he was a bit miffed by being played by her, having the suit was better than getting nothing out of being played. Despite the pain of having to make it and much as he wanted to throw the Anti-Ock suit away, the armored suit would probably come in handy should he fight something a bit too much out of his weight class. It was a good back up should else fail and his regular suit just wasn't cutting it. Despite the fact that the faceplate was still damaged, parts of the armor had been torn off by grappling with Doc Ock, and there was still a gap from where Octavius' tentacle had punched a hole in him - he just didn't have the time and tools to fix it or upgrade it for that matter since the lab was shuttered - it was better to have it than want for it, he could always put it on over his 'advanced' suit for the extra layer of protection.

The Avengers hadn't been pleased when they finally caught wind of all the mayhem that had been taking place in New York while they were on the west coast, and - though they probably wouldn't have never admitted it - were ashamed that Spider-man and the people of New York had to deal with it all on their own. Which led to his final and newest addition to his spider suit collection set was one Tony Stark had recently created for him using what were apparently nano-machines that were usually stored inside metal wrist bracers of sorts that the iron avenger had made for Peter. It was much more convenient than wearing a suit under his clothes and a lot more durable than his suit; it even had four robotic arms that could definitely help him with mobility and fighting. He had checked over all the suit's mechanics and made sure that there were no "gotcha's" that Tony may have implemented on the suit. After making sure he cleared it of any overrides and monitoring hidden in the suit and adding his own upgrades, Peter had been getting used to moving around with it and using the extra arms; he hadn't taken it for a full-out live-fire test yet but he was planning to on his next patrol. He clipped the wrist bracers to his arms in preparation for tomorrow and sighed.

He wished he had gotten the suit before his clash with Doc Ock as it probably would have made things a hell of a lot easier to manage. Heck, he wished Tony had given him this before the whole Devil's Breath fiasco in the first place.

He wished he could say life was all fantastic, but despite all of the good, he still hurt from the endgame of the events that happened all those months ago. Octavius was getting help - hopefully - while still incarcerated in the Raft alongside the other members of the Sinister Six that had been apprehended. But even now, Peter had lost no little amount of sleep wondering and wishing he could have done something - anything to help his idol and former mentor. A flare of anger rose up when he realized that the man he admired had been designing and improving the tech his enemies used to beat him down. Even worse, he had know Peter was the one who had been Spider-man and he still created better tech for the villains to use. May's absence was a visceral and throbbing ache that would never leave and he would still wake up with his heart squeezing and eyes stinging in the middle of the night from his mind replaying his last moments with her. He had so much he had wanted to say, so much that had been left unsaid that he had no idea how he could deal with it. His only relief was the fact that she knew he was Spider-man and he didn't have that secret left weighing on him and that she was so proud of him.

He was bitter about most of what had transpired in the events of the incident: Sable agents trying to kill him, a mass breakout letting out so many he had put away, the untold number of people who hadn't been able to get a cure and died - a sharp and painful wedge of grief at the memory of weighing Aunt May against all the sick in the city stabbed him again - and not even any nearby superheroes deigned to even try to help?

A larger part of him was disappointed.

What made him a bit more hopeful was the newest and so far most interesting thing on Peter's plate: a new Spider-man in the making.

Miles was actually someone he was very glad to have gotten to know, even before him getting spider-powers. Miles was smart, a good kid with a good head on his shoulders, and knew just how dangerous being a hero was. Not just that, but he had gotten his abilities through the same stroke of chance that Peter had. That was not mentioning the fact that Peter knew how easily he could relate to Miles. The death of his father, a loving mother now raising him alone, suddenly finding himself with abilities to help people and no idea how to take all of the changes in that were happening all at once.

In Miles he saw himself when he first became Spiderman.

" _Interesting..._ " A voice slithered in his head, jolting him out of his thoughts.

Peter stilled and spun, eyes frantic as he scanned his new apartment, "Who said that?!"

There was no one in the room and Peter's spider-sense wasn't blaring in alarm at any incoming threat.

" _Here, at your feet._ " The voice replied.

Peter gaze snapped down to see a squirming mass of... something crawling up his legs, firmly latching to his skin. Panicking, he grabbed of fistful of it to pull at it, only for his hands to get stuck and the living liquid ooze to begin climbing up his hand to his shoulders. He fell onto his bed, struggling to move as the thing crawling over his entire body. He would've have cried out for help, but the slime wrapped around his face, coving his mouth and muffling his screams. Peter squeezed his eyes shut expected pain, maybe even suffocating and passing out, but instead, he felt... normal. He sat up and noticed that he was actually dressed in normal clothing rather than the boxers he had just stripped down to.

"What the hell..." Peter gasped, patting at himself.

" _Peter Parker?_ " The voice said.

"Who... What are you?!" He yelped terrified of what had just happened.

" _I am a Klyntar._ " The voice replied.

"A what?"

" _Perhaps I should give a bit of history before you panic..._ " The voice mused.

* * *

" _There are many stories about us across the galaxy. Some true, some false... some concocted by renegade members of our own species. And because of this we are known by many names... we prefer to be called the Klyntar. Allow us to explain ourselves using familiar perspectives and the vernacular of your species... as you well know our species is that of the Symbian. We need a host relationship to an intelligent organism so we can reach out across our galaxy and help those who cannot help themselves. We are the mind and soul of the warrior, but need a form to act out what we know to be the true ways of a noble and virtuous galaxy. Like yourselves, we are dedicated to making a great society. But ours is not an exact way. We know of no society whose is. Our organisms need a perfect symbiosis to reach the ultimate goal. That means our host body has to be a perfect blend of moral and physical ideal. With the right host we have the ability to create the ultimate noble warrior. And because of the delicated balance needed, there are very few members of very few species that can rise to the occasion of what we have to offer. Without the perfect situation, the results could be and are often somewhat... monstrous. It is because of this that there are parts of this galaxy where our reputation is hardly to be desired. If the symbiote is not perfect it can be corrupted and then take on a life of its own. It separates from the collective. If the host body suffers from cultural malignancy or chemical imbalance the symbiote can be corrupted and that corruption can spread even faster and more potently. And like any cancer it spreads so rapidly and does such damage. Even after the original symbiosis is over. And it is a very large universe and corrupt pieces of us break away. Without connection to us, the home world, a damaged Klyntar can spin out of control. A few of us have. It attaches to hosts and build inferior symbiote relationships and cause such damage and horror. Even going so far as spreading lies and half-truths of our intentions. All to feed its corrupted desires. This is our shame. But the universe always finds a way. And even broken symbiosis can bring out true heroism."_

* * *

Peter had listened attentively, eyes closed and nodding at some parts, "So basically... you are a symbiotic organism that can - in a way - improve on the abilities of any host you inhabit? And there are others out there in the universe that are like you, some bad, and some good?"

" _A simplified version,_ " The voice hummed thoughtfully, " _But it will serve as an accurate description for my race. I do hope you are not averse to my arrival, I had little time to escape the rock I had been trapped on and the high levels of heat had weakened me considerably... I had no choice but to latch onto the nearest host available in the hopes to survive._ "

Peter was suspicious, he hadn't missed the whole renegade members and wasn't about ready to let this symbiote have the benefit of the doubt.

After everything, he had found it hard to judge people well on first impressions, and considering the fact the symbiote crawled all over him without explanation wasn't putting it in a good light.

"How do I know I can trust you?!" He demanded, "For all I know you could be a renegade, and this whole collective thing sounds a bit more Big Brother than I am okay with!"

The symbiote was silent for a moment, weighing its options, " _Our species had a vulnerability to heat and high-frequency noises, should you ever feel the need to destroy me, those will harm me. As for the collective, the heat of entering this planet's atmosphere as well as the impact was strong enough that I was more or less dying. Had you not been so close, I would have died very soon after my arrival, my connection is... silent. I cannot seem to reach the hive mind._ "

It could tell from the brief time it had spend shifting through Peter's head that he was a noble warrior, a warrior who - despite what it cost him - would do the right thing, never stop fighting, never give up. He had suffered a loss that destroyed his arrogance and made him realize that he should use his powers to save others, not enrich himself. A man who was willing to sacrifice himself if it mean he could save others.

'With great power, comes great responsibility...' A memory stood out to the alien.

This was the ideal host.

Peter blinked, "Am I supposed to just take that at face value? You just admitted you could spiral out of control!"

There was a equivalent of a annoyed sigh as the symbiote slithered into a tendril and hung off Peter's hand, " _If you are so doubtful, you are welcome to test it on me. I understand that you are apprehensive, I will not begrudge you that. I would react much as you are if we had switched places. I simply ask you give me a chance to prove myself._ "

Peter went to his desk and retrieved on of the tools he had pilfered from Octavius Industries, a lighter level blow torch that was meant to help with minute repairs to thin layers of metal welding. He ignited the torch and pressed the symbiote close.

It screamed and Peter winced at the agony being sent along the link and he quickly drew the torch away, watching as the symbiote curled closer to his hand, as though to shield its burned area from the flames.

" _Can you... believe me... now..?_ "

* * *

Peter gently ran a hand over his red shirt, a pristine white jacket and set of black jeans; new clothes, courtesy of the shape-shifting space alien. As it turned out it also made a symbiotic suit for him that was actually pretty stylish and futuristic in design. And even though it came with its symbiotic webbing, Peter still made sure his web shooters remained on his wrists, he had put a lot of effort into his suit tech, so the symbiote wasn't bothered at all by him holding onto the metal bracers of the nanomachine suit on his wrist and attaching his webs shooters to it. Using both in conjunction or switching them out might be necessary, so it was good that the symbiote wouldn't make a fuss if he decided to use the nanotech for something.

Besides, he had worked hard adjusting to the Iron Spider suit, it would be a shame to just leave it be after all that work.

Well, the fact it wasn't some sort of alien ringworm crawling around in his gut to burst out of his chest one day and kill other people was actually nice too.

He sensed the Symbiote heave an aggravated sound of disgust at being compared to the alien in Aliens, " _That is not how any self-respecting Kylntar reacts to a host nor how we reproduce!_ "

"Do you want a name?" Peter asked suddenly, hoping to head off the symbiote's annoyance.

" _A name_?" The symbiote repeated in surprise.

"A name." Peter confirmed, "I guess if we are going to actually make a team or partnership or whatever this is going to be, I should probably talk to you without simply saying something like 'you' or 'symbiote'..."

" _I never considered needing one..._ " It admitted slowly, " _Would you like to give me a name?_ "

"Maybe something like... Sym?" Peter offered, saying the first thing that occurred to him in the way of a name, "Like short for Symbiote?"

" _I was under the impression the idea was NOT to call me just symbiote..._ " The symbiote replied in confusion.

Peter sighed and pulled out his phone before looking up a name that was better than his immediate and downright awful attempt at naming.

"How about Viribus?" Peter said, "In Latin, it means strength. Viri for short."

The symbiote was quiet and said, " _It's a good name. I shall take it._ "


	2. Chapter 2

**So! Seeing as how Spidey's been Spidey for about 8 years and some odd months at this point, he probably has a great rogue's gallery to comb through and pick out (Not to say I've had much luck, I need help since all the decent ones were used [PM me for suggestions])! Seeing as DLCs will be approaching within the next couple of months and I have little more than conjecture to base what they will be about or what exact time they will appear in (assuming that the don't take place before the Devil's Breath fiasco) I will slot them in their own arcs as I see fit in the story. In this timeline, Miles will also be a 'Spider-Man' but decided that in order to keep the heroes separate, he will take on the name of 'Ricochet' (which is a hero persona Peter has used to clear his name and that is applicable to Miles within all the fics while Peter is still alive [unless I get a better name, PM or otherwise]).**

 **And I hope you don't mind if I use story ideas (such as villains or abilities) from other spider titles like TASM2 or Web of Shadows (I personally love that game, Spidey's hella strong in that one) as The Rogues that Spidey and Ricochet face are all currently cooling their heels in the Raft and another breakout is just... unrealistic. Also, I had a mentorship focus-fic planned and decided, 'Aw why the hell not?' To consolidate the two fics into this fic.**

 **-YARN**

 **P.S. all credit to respective owners.**

* * *

This was Miles' big day, his first real foray into the nightlife of vigilante in NYC.

And better yet, he wasn't alone like Peter had apparently been when he started!

Peter had decided that before anything else, Miles needed a suit, and while he did have a myriad of suits at his apartment, they were a bit taller and more tailored for his build. With that in mind, he spent the days after Miles told him about his powers making a suit like the one he developed when he was fifteen except with a serious overhaul in tech, defenses, and making sure it fit Miles. While he didn't have the resources or tools to build Miles a nano-machine suit like Stark had made him, his own builds weren't too shabby for his budget (non-existent as said budget was). Loose ends and baggy clothing could be a massive issue as it lead to possibly getting caught in debris or tripping him up, and Peter wanted to make sure that that never happened. He also had to assess Miles spider-powers to see if he had anything that he needed to tailor the suit for. As it turned out, Miles had two abilities Peter didn't have, something he called a 'Venom-strike' - a sort of stunning strike that had could really help in opponents that were stronger - and 'Spider-camo'- an ability to blend into surroundings when he was focusing. Thankfully, Miles did gain the famous Spider-sense - albeit not quite as versatile or strong as Peter's - and his accelerated healing so Peter was relieved that Miles had that ability in place in the case of a shootout.

The next two months had been spent sparring with Miles, teaching him about the super-villains he had fought, getting a good handle on his powers, and getting Miles working web-shooters. Thankfully - taking advantage of some trackers he had used in finding some of his old memorabilia - Peter had come across his Mark I web-shooters and gifted them to Miles. He made sure to promise Miles that after he got a hang of webbing up things with accuracy and was done getting used to web-swinging, he'd give them the upgrades he had to his web-shooters and see what worked best for him. Miles was a bit apprehensive about the super-villains, and Peter assured him that it took a long time for him in the beginning to pull off total wins that didn't leave him a complete mess afterwards and there were things that could only be learned when fighting the heavy-hitters in the NY criminal scene. Fighting was something that Miles took a bit of practice getting good at, which wasn't to say he was any worse than Peter in the beginning, but Peter had a lot of tricks he picked up over the course of eight years as a hero, and drilled them constantly into Miles so that he wouldn't hesitate when push came to shove.

He made sure Miles knew that when it came to slight property damage and getting shot, getting shot was not an option; throw a mailbox, that was much less serious than a bullet-hole. The environment that was the streets of NYC were full of opportunities to use something other than his fists and webs (though he also stressed not to cause wanton destruction). There was no shame in escaping a fight that was too much, Peter had been in fights where he had to get out, his first dance with Rhino had been one such moment, and making sure he knew better how to fight the next round was a smarter decision. Some fights needed to be fought, no matter how bad it looked, such as the fight at the Raft Prison rooftop. It had ended badly, but it wasn't something Peter could run from. Make sure to keep the civilian identity a secret, no matter who he wanted to tell, if it got out who was he was, everyone he cared about was at risk. They didn't have the ability to fight of people like the Electro or Scorpion and could be targeted as a way to hurt him.

He also told Miles about public approval, and sometimes it wasn't always great. Peter told him about Jolly Jonah and Miles frowned at the thought of being insulted and hated for having powers and using them for good despite being a vigilante.

The last thing he did was tell Miles, "Don't be me. Don't be the best Peter Parker Spider-man. Be the best Miles Morales Spider-man and you'll be okay."

* * *

When Miles showed up, he was practically vibrating in excitement, "Man, I can't believe this is happening!"

Peter smiled but made sure to be serious, "It's good to be enthusiastic, but don't be cocky. There are lives on the line with each crime we stop, and that includes our own. Police know that, and anyone who is a hero has to make sure they don't forget."

Miles sobered, thinking of his dad, "Right."

Peter put a hand on his shoulder, "Miles," he said encouragingly, "I only met your dad once, but if I can say one thing about him, it's that he would be proud to see his son right now. You may not know this, but a lot of people would have used powers to become a villain, I almost did and it took a really bad day to set me straight. You being ready to take on this as a hero is something only a really brave and good person can do."

Miles smiled at Peter and nodded, "So my suit?"

Peter nodded and opened his trunk, "Here, I made sure it was different in coloring than mine, so it would help you blend to the shadows and well... differentiate me from you."

With that Peter pulled out a red and black variation of a Spider-Man suit and held it out, "What do you think?"

Mile took the suit and lifted it up to see it and smiled, "I think this is pretty awesome, I had been thinking through some designs, but this is better than what I imagined!"

"So," Peter said, "We probably shouldn't call each other's names in the streets, so you need a hero name, and Spider-man's taken. What do you want to call yourself?"

Miles leaned back and thought for a minute, frowning and shrugging, "Spider-Kid? Or maybe... just Spider?"

Peter tilted his head and gathered his thoughts, "Actually I was think Ricochet is a good one for now. I used it as a hero name for a while and we can always change it later or make up a better one. So let's get started, we can take different paths, but if you need any help, you can just use your's built in earpiece to link to me. I'll be there as soon as I can."

"Ricochet?" Miles hummed thoughtfully, "I can deal with that."

* * *

The group of thugs had just finished robbing a store when a loud thud echoed against the window and they saw two of their members getting webbed to the floor.

"Shit!" One growled as he aimed at the figure who had been shooting the webs, "It's the bug!"

The figure leapt out of the way of the barrage of bullets and landed in a crouch on a streetlight. The thugs stormed out of the way and saw a guy dressed in a black and red spider-themed outfit.

"That's not him!" One roared, "Everyone knows he's red and blue! It's just some punk imitator!"

A web snagged his chest and he was sent into unconsciousness as two feet slammed into his face and knocked him to the floor. The figure sprung of the falling criminal and landed on the pavement in a ready position. A thug tried to swipe him with a bat from his blind spot, but the hero ducked under the swing and replied with an uppercut that knocked the thug out in a heap three feet away.

"You're right," The hero replied, "The name's Ricochet!"

The four remain thugs laughed as they began to fire, "Then all the better! We don't need to worry about the boss getting pissed we killed Spidey before he could."

As fast as the bullets were and for the hero wasn't Spiderman, he sure fought like the genuine web-slinger. He dodged the bullets with fancy flips and used webs to tangle their legs up and throw them into one another. His punches hurt just as though the web-head had punched them and they were soon all webbed to various places on the street. Miles quickly left at the people called the police to where the thugs were before leaping into the air.

"Maybe next time," Ricochet said as he shot a webline into the sky, "You'll think twice before trying anything in NYC!"

"I knew Lenny was right!" One webbed up thug groaned as the figure swung away, "There's always seemed to be more of them!"

* * *

Spiderman had just finished handling a drug deal when Miles had called him, excitedly detailing his actions in stopping a robbery. Spider-man smiled at the slightly breathless joy in Miles' voice, just like Peter felt like when he first stopped a crime.

"Great job Ricochet." Peter replied as he dove of the roof to web-swing to a different area, "We can talk when we're done with patrol."

Peter noted that the dealers had been way, way, way easier to subdue. His punches - even held back as they usually were - were enough to send them skidding away and even knock down the heavier thugs that usually took a few blows to take down. He was glad he stuck with the Iron Spider suit rather than go with the suit Viri had provided him. He knew that Viri had made him stronger, but he had underestimated exactly how strong that was. And his strength wasn't the only thing that was bolstered, his speed, reflexes, and even his spider-sense seemed to get sharper.

* * *

" _I must say,_ " Viri murmured, " _You truly have a unique ability compared to some of our species hosts in the past..._ "

'Well, I've had a pretty surprising life.' Peter replied back, frankly glad he could think his replies; knowing his luck, Jonah would find out if he was talking to himself and say he was going insane.

He saw several people huddled around a car and he landed on the trunk slamming it closed, "Do you guys have a prescription for all these drugs?"

The thugs started in surprise and Spider-Man flipped away as one of them drew out a hex-blade and swiped at the wall-crawler. Spider-Man landed five feet away and frowned at the masked criminals.

"You would think that the Demons would've stopped after Mr. Negative was locked up..." He sighed, "You know you guys could do some awesome special effects! Why not go into showbiz?"

He ducked away from a Demon's fist and lashed out with a kick that sent the man flying into one of his fellows. His spider-sense blared and he leapt into the air as two of the Demons opened fire with assault rifles. He snagged each gun with a web and with a quick twist, he sent the guns crashing into each of the Demons' faces, knocking them out cold. As Spider-Man landed, the Demon with the hex-blade was already moving to slice him. Spider-Man swayed out of the way of several attacks before snagged a nearby trashcan and swinging it into the criminal. The man - dazed by the impact - fell back only to be stuck to the to the floor by a sheet of webbing. The last demon member backed up to run, but Spider-Man webbed up his legs and swung him into the wall before pinning him with a blast of webbing.

"Sheesh," Spider-Man commented in mock despair, "I give out such a good idea and instead of thanking me, I get assaulted? How's that fair?"

" _I thought you of all the hosts I've met would know life is rarely fair._ " Viri replied.

'Sarcasm, Viri. Sarcasm.' Peter replied in mental deadpan.

* * *

Ricochet swung after the speeding car, twisting and contorting his body as the man in the passenger seat took potshots at the hero. Miles landed on the roof of the car and grabbed the man's gun before clocking him across the jaw and webbing the man's hands to the door. Miles then rolled over the hood of the car as the driver began to take wild shots to try to ward off the hero. Miles adhered to the side and grabbed the man, yanking him bodily out of the driver's seat and webbing him to a nearby lamppost. Realizing the car was still speeding, Miles gracefully flipped in front of the car and shot two web-lines to the sides of the street and pressing his feet into the front of the car, like he had seen Peter demonstrate. He groaned as the car tires squealed and the vehicle shook before it finally came to a stop. He gracefully leapt off the crumpled hood of the car and landed with a sigh, only to grumble wordlessly as he saw a truck barreling through the street at him.

"Oh come on!" He complained as it skidded to a stop and masked men climbed out.

* * *

Miles and Peter met back up in the living room of Peter's apartment and Miles sat down as soon as he landed, he yanked off his mask as Peter's mask slid down his face to become part of the suit. Miles had stopped 3 robberies, 2 car chases, 4 muggings, and tangled with remnants of the Demons before Peter said they should stop.

"You do this every night?!" Miles complained, "How many criminals are there?!"

Peter laughed at his disgruntled expression and patted his shoulder, "Way too many, but trust me Miles, it gets easier. You've never really used your powers in actual combat and I never pushed you too hard when we were training, it's only natural you'd be exhausted after your frist patrol. I was even more wiped than you are when I started out; I had almost no idea what I was doing."

Miles smiled at the praise and clenched his fists, staring at his hands, "Still... this feels like it's more than I ever thought I could do. Helping F.E.A.S.T. was a good way to keep busy... but this? It helps to know that now I can physically stop criminals. Like dad..."

Peter sat next to Miles and smiled, "I know. It's good to know that there's another hero out there to help during a crisis. You'll do me proud Miles. I know you will."

* * *

Peter was looking though some jobs on the web while Miles was tinkering with a spare set of web shooters he built - Peter was impressed, they weren't a bad design overall - on his couch and MJ was editing a piece on a recent string of robberies. One of the advantages to Miles' work with F.E.A.S.T. was that his mom had met Peter every now and then and trusted the young man to look out for Miles. Miles spending time at Peter's place wasn't an issue for her and frankly Miles was glad he didn't have to stash his suit in some corner when he was in here. He had sometimes taken to doing his homework there as Peter had been a TA for a short stint and helped Miles in any problems he had (unfortunately spider-powers didn't exactly help Miles in the normal side of his life). MJ had only been too happy to spend time there as well, with their recent get-together (and Peter having lost his job), Peter had more time and was happy to spend it with her. She knew how important being Spider-Man was to him, and while she didn't have any spider powers, she contributed in her own way to Spider-Man's escapades by intel.

"This is odd..." Mj mumbled as Peter turned to look at her.

"What is?" Peter replied distractedly as he looked over a promising position as an intern at Horizon Labs.

"These robberies... Someone's been looting different Oscorp labs across the city and no one knows anything about who it is." Mj replied as Peter stilled before he got up and looked at her screen, "I don't think it's coincidence either."

Miles looked up from his web-shooters, "Think it's something serious?"

Peter frowned as he looked at photos, "If I knew what they were stealing, I'd be able to tell you. But the labs seemed to be tight-lipped or refusing to report about whatever's gone. If they don't want to say anything, that probably means they were illegal, too secret, or too dangerous to be talked casually about. If it's Oscorp, I'd put money on it being the former..."

* * *

A figure quickly lock-picked the door to what was formerly Octavius' Industries and hacked through the door that led to the 'abandoned' lab. He surveyed the lab he had been using as his home base and smiled. He had to thank Osborn's sheer ego for deciding not to have this place cleaned out, probably figured it would be a waste of time as Otto Octavius was locked up in the Raft. His second error? That would be being foolhardy enough to keep all his eggs in the New York Basket; it had been relatively difficult to break into each lab, but so much easier to get out with the intel and chemicals he needed.

"It took a lot of dusting, generous 'donations' of some high end equipment and chemicals, but I think this will do nicely for the plans I have." He chuckled, putting a case he had been carrying with him onto a desk.

The man carefully opened the case and, observed the liquid in the bottle that was placed in the direct center of the case, and smiled.

"I will bring you down Spiderman and better yet..." He whispered, "It will all be courtesy of Oscorp..."


	3. Chapter 3

**Thanks for al the positive reviews so far! That really helped me feel better about the story and made me want to work hard on this fic.**

 **For the dude who said it was trash... well, sorry to disappoint.**

 **For the dude who said the game was trash, well... To each their own.**

 **-Y.A.R.N.**

 **P.S. Credit to respective owners and special thanks to Vanitas50, Ghost Fire 6, and MCRasengan with help and/or opinions on villains.**

* * *

" _I had hoped I was wrong. I had hoped that maybe it was a mistake, that there was no way that the fine citizens of New York City would suffer any further. I had hoped that my voice would be the truth that could cut through the insanity of people who think Spider-Man is anything more than a criminal and to emulate him is nothing short of foolish! But now do I realize that it has only just begun my dear listeners! There are now reports of two - TWO - Spider-Men now terrorizing the populace! This new spider showcases the same abilities as the original monster and terror of New York! While we don't know much about this new spider - who apparently calls himself Ricochet - I am certain of one thing! This new villain must be the protege of the original Spider-Man himself, learning how to best terrorize, subjugate, and ruin New York! Should we be expecting more of these costumed monsters? More freaks and insane villains to rom the streets? I hope that you are listening, Ricochet! It's not too late for you to do the right thing! Turn your back on Spider-Man, deputize and unmask, and then reveal who is the cowardly Spider-Man who thinks he is above the law!"_

* * *

Miles grimaced as J. Jonah Jameson ranted and raved about Peter being a criminal and if Miles had a lick of sense, he'd hand Peter over to be arrested and then unmask, "I have no idea how anyone can stand listening to that guy! What did he see that made him hate you so much?"

"Ignore it, Miles." Peter mumbled, half-listening; filling out an application for Horizon labs was more important than paying attention to Jonah's usual caterwauling.

"But he's wrong!" Miles protested heatedly, "You've saved the city so many times and he still blames you for thing that are not your fault!"

"He always had and I am convinced he always will," Peter sighed as he kept typing; he was used to Jonah, having dealt with that man for far too long to be bothered by his belligerence, "He'll keep squawking until his throat gives out and he loses his voice."

" _That human has to be one of the most ignorant, stubborn, and utterly stupid entities I have ever had the displeasure of having to hear!_ " Viri grumbled in Peter's head, " _If I were you, I would've paid him a visit and shown him how much you could be a villain!_ "

'Viri,' Peter sighed mentally, having dealt with Viri's increasingly annoyed grumbles over Jonah's opinion over the weeks, 'If anything, that would only justify his hate. It's better to just leave him to it. Sometimes, you can't change people's minds, and trust me, Cops, regular people, heck, even Aunt May tried to tell him I wasn't so bad. He's just convinced I'm just waiting to be the villain.'

It was odd to think about it, but Viri easily slotted itself in Peter's life and was actually not at all like Peter had initially worried. The symbiote had been snippy and sarcastic at some points, but if anything, Peter didn't really mind having Viri with him. It was actually nice to have someone to talk to and encourage him. Viri had admitted that it combed through Peter's head and apparently had come to the conclusion that Peter was the best host it could've hoped for. It wanted to stay with him for as long as possible, and wanted to help Peter protect as many as they could together. Peter had said that if need be, Viri could leave to save itself, Viri protested and refused the idea outright. It even refused to even try to bond with Miles in any capacity, despite Miles and Peter assurances that Peter wasn't trying to dispose of it or leave it behind. Miles had been a bit disappointed, but wasn't the type of guy to let it get to him.

Miles let out a frustrated grumble, "I wish he hadn't heard of 'Ricochet', he's probably gonna start insulting me in talkshows and the last thing I want is him on my back."

Peter finished the form and saved it before closing his laptop; turning to his annoyed protege he calmly began, "It's a bit late to wish that you had been more stealthy, and seriously, Jonah isn't going to be the only person to hate you for what you can do. People will think you use your powers to just flaunt how you're better. They'll be jealous of you, and hope you get hurt or die in a fight. I even teamed up with the Avengers on occasion and even that isn't enough for some people."

Miles frowned, "I just... I don't get why we won't get treated like other heroes that are around, I mean look at the Avengers! Why aren't we appreciated the same way as Captain America and Iron Man?"

Peter shook his head, "Everyone knows that they are Steve Rogers and Tony Stark, they don't have to worry about normal people being attacked because Avengers Tower is probably more secure than any other building in America and Cap's friends are mostly superheroes it's be a bad idea at best or suicide at worst to attack them. But more importantly, we ARE appreciated, even if it doesn't seem like it. For every person like Jonah, there are several people who see what we do and care. I know it's hard, but apparently as the idol of the Spidey Squad, I think I know what I am talking about."

"Wait... You have a club?!" Miles inquired.

* * *

Peter cracked his neck from side to side as Miles was perched on some abandoned debris.

'Viri, you ready?' Peter inquired.

" _Always._ " Came the reply.

The Symbiotic Suit immediately flowed into existence and Peter hopped in place, making sure there were no kinks as the suit formed. The following two weeks after Miles first patrol were dedicated to Peter practicing with Viri in order to properly gauge his own strength with a symbiote boost. Peter could lift twenty tons at his absolute most ( his basic 'limit' was ten tons and straining himself to twice that much that would leave him vulnerable and weak), but with Viri fully bolstering his abilities, he estimated being at least ten to fifteen times stronger and faster than before. The problem was gaining a handle on his strength; when he was not using the Symbiotic Suit, his abilities were about five times his previous strength thanks to Viri's passive boost to his body. Thankfully, that didn't apply to his regenerative factor and his spider-sense as they were under the full effects of Viri's boost at all times. In an effort to see how much the symbiote improved his abilities, he had asked Miles to meet him in one of Fisk's abandoned and unfinished towers.

"I am going to race you up the Tower, anything goes except for webs, you see a way through that you can use that'll get you up to the top faster? Take it." Peter said.

"Without webs?" Miles asked dubiously as he dropped from the perch he was on, "I mean we both have them, and Viri makes an unlimited supply of them for you now even with your web-shooters..."

Peter shook his head, hand absently moving to where he had been impaled, "I have been in fights where my web-shooters got damaged or crushed... like when I fought Doc Ock. His tentacles crushed my armored web-shooters and I had to resort taking him on physically. It would have been way easier to fight him with them, but sometimes you'll have to go without them. I may technically have unlimited webbing, but I need to be able to fight just as well with and/or without them. What if Viri is incapacitated? What if it can't make the webs? What if like in my fight with Otto, my shooters are damaged?"

Miles nodded, considering this.

"It's important that you learn how to move without webs, if for nothing else so that you can get to where you need to be fast, even if it's just leaping from building to building. So, we race up the tower, see who gets there first."

They both started from about a quarter up from the ground floor, they didn't want to scare any pedestrians, but he wanted Miles to get the hand of climbing without webs, so he confiscated his web-shooters and they both crouched on the side of the building.

"Ready... Set... Go!" Peter yelled.

The both began sprinting up the side of the building and Peter pulled ahead, his longer strides and passive symbiotic boost allowing him to out-speed Miles. Miles grumbled, how was he supposed outrun Peter?

"Anything goes...?"

Remembering that, Miles set his jaw and began to leap up slightly, using more of his strength, half-lunging, half-running. Peter grinned as Miles passed him and began to follow his student in earnest. The dashed over open sections of the half constructed building, vaulting off of support beams and closed elevators. Miles found that going with is instincts was much faster than using even a split second to check for a faster path. Peter managed to beat Miles up the tower but Miles was grinning, even if slightly miffed at losing.

"Again?" He asked.

* * *

Peter was lost in thought while swinging through the streets after telling Miles that it was getting to be around time for him to head home so he wouldn't pass-out in class. Miles had grumbled about it in good humor and swung off towards his house. Peter had let the symbiote suit flow back under his Iron Spider suit and began to swing through the city, hoping to see if he could maybe get some patrolling done early. After having sent his resume to Horizon Labs, he'd been a bit nervous. He had made sure to include his work as an assistant and intern under Otto and hoped that though his old mentor was positively identified as Dr. Octopus, it wouldn't make Horizon Labs knock him out from the selection.

" _Do you believe they will look unfavorably upon what you had accomplished?"_ Viri inquired, genuinely worried for Peter, " _They should know you had no intention of creating a 'octopus monster' that nearly destroyed the city and that Otto Octavius disregarded your multiple warnings that the neural interface wasn't quite ready for use."_

'He may have been the one to use the arms as he did,' Peter replied quietly, 'but ultimately it was my work on the interface that caused Otto to feel overconfident and use it. I almost wish that I never helped at all...'

" _Peter."_ Viri chided, " _Miles and Mary-Jane both have stated that what happened to Otto Octavius was not your fault and I agree with that assessment. I understand you feel responsible, but his choice to ignore your warnings and then break out the criminals in Raft were not due to your lack of effort. The man you once knew had lost himself to revenge and vengeance."_

'I know, Viri.' Peter murmured mentally, 'I just... I just wish... I don't know...'

" _Peter. I understand."_

* * *

Miles had his head perched on his hand as he idly listened to his teacher on the board. He didn't really need to worry much about his science grade, he already was very good at it and he had read the chapter before-hand.

He was lost in other thoughts.

To be honest, he had almost forgotten he had high school when he discovered his spider-powers, and since he'd always been a decent kid with no real bullies to tango with, there was no suspicion or rumors to spread if was suddenly able to push back with any hypothetical bullies. Still, he wondered how Peter had managed high school and his heroics, Miles often had to end his patrols earlier than Peter did to get enough shut eye that he wouldn't be a zombie throughout the day. Peter - thankfully - still remembered how some nights - and occasional day crimes - were horrible back in school due to the hours he held, not even to mention bruises or battle scars that he had to hide so that he wouldn't be questioned.

If anything, web-swinging really made getting through the morning traffic and crowds a lot easier and reaching school much faster.

As great as that all was, he was still balancing a full plate when it came to civilian and hero life; with him also helping in the going-on's at F.E.A.S.T., he had been caught up in a bit of a hectic rush. Peter and MJ both helped out wherever they could, but MJ had her career and Peter was still trying to find a new one.

Miles wanted to be a hero, he saw just how much good Peter did, but on the other hand he wasn't sure he could handle it.

He hoped he could tell Peter that without disappointing him.

* * *

MJ was curled up against Peter on her couch as they both shared a bowl of popcorn and some soda while watching a Star Wars Marathon. MJ made a contented hum as he absently began to run a hand through her hair.

She missed this.

She missed him.

Breaking up with him was painful, not just for Peter but for the both of them. She hated the fact that they couldn't make it work the first time around. With the recent events that had happened, she realized that she didn't want to wait for a better time. One day, he could fight a villain and he might not make it back, she could get too cocky and be shot for her snooping. She had initially been peeved at how much he seemed to smother her, but she learned it was because he was scared. He'd lost his parents, his uncle, and was terrified of losing more people he loved. They were on more equal terms and while she wasn't going to don a costume and fight crime, she was helping by being a journalist.

But she was really helping him by helping comfort him in grief. He had lost both of his parental figures and with his joblessness, he had free time that he just really didn't know what he was supposed to do. He would often seek her out to just hold her when the pain became too much for a moment. She had pointed out the Horizon Labs job to him after looking through at the specifications and thinking it would be good for the both of them. He had submitted the application and simply waited for the reply while she assured him he would get the job. She had even placed a duffel bag of his clothing in her closet for when he had to leave her apartment as Spider-Man.

Sometimes it didn't feel like enough, and she wondered where all the heroes were while Peter had been running himself ragged over the Devil's Breath incident. Was Daredevil taking a break? Was he on vacation? she could imagine he may have been lock out due to the quarantine, so he might've been given a pass. But The Avengers? Fine, they had been on the west coast, but that really excuse them from not know how bad things were getting? Didn't Tony Stark have a whole army of suits that could be used to help fight the super-villains or rescue people? Shouldn't anyone with abilities have stepped up?

She was still bitter.

She was jolted out of her reverie as Peter poked her cheek.

"Something the matter?" Peter said softly, "You seem mad."

"Just... I wish you had more help than what Miles and I did when the mess happened." She sighed, tilting her head to give him a sad look, "Seeing you so go so far and nearly die was one of the worst moments in my life. I never want to see you like that ever again."

Peter pressed his lips to the top of her head, "I have help now, and I don't think I could've made it back then without you and Miles lending a hand. I need you both."

"I know, but I at least thought the other heroes cared about you more than that. Enough to try to lend a hand." She finally murmured, snuggling closer to him.

"Me too." He finally whispered, resting a cheek on her head, "Me too."

* * *

The man chuckled as he poured over the several journals and data files he had managed to get. It had been hard to find and even harder to decode even after leaving the labs, but it had been worth it. The gene-splicing research that had turned Mac Gargan into the Scorpion and the exact process used; with that, he was finally ready to begin the formula that would bring Spider-Man to ruin. He already managed to reverse-engineer and make several samples of the special mutagen that had acquired from the last heist. The only things he now needed were the tools, time, and testing.

He had tools.

He had time.

He walked over to a number of boxes that held spiders of various species and size.

And he had plenty of specimens.

He was ready, he now just had to steel himself for the experiments. He carefully began set up the testing chamber and set the spider - loose in the bullet-proof glass container and took a step back. He walked over to a photo that had a smiling woman and a young girl clinging to him as he was laughing delightedly. His hands shook as he picked up the frame and pressed his forehead against the glass. He closed his eyes for a moment- eyes burning and throat clogged with grief - before setting the frame back on the desk.

He gently ran his trembling fingers over his wife and daughter's faces.

"Everyone will pay, my love..." The man whispered, "They all will pay for what they took from me. I will make sure you both will get the revenge you deserve... I will rend the flesh from their bones with my bare hands..."


	4. Chapter 4

***sigh* Last chapter was a bit of a pain to get through, I wanted to show Peter has a life outside of Spider-Man and what other people in Peter's life think of him and his life. In the comics, Miles wasn't all that thrilled at being Spidey. Obviously with Peter guiding him, I decided to let him be less averse to the idea, but still worried. As for the other heroes in the area, I know as it was a Spider-Man game, they really weren't going to play great roles (or actually have roles at all), but I wanted to show how some people may feel about how unfair it was for Spidey to deal with all that alone. Although, I can't say that they won't employ some of them in this fic if appropriate...**

 **On a somewhat unrelated and interesting future-applicable note, I was re-reading some of my old comics and came across the 'Back In Black' Storyline when I realized (after being aware but not comprehending) that Peter (even in the video-games) holds himself back constantly so that he doesn't kill people. I mean, a DNA/drug-enhanced guy in a Spider-Man suit punches him and he literally says right after that:**

" **Just so you know, I rolled with that punch so you wouldn't break your wrist." S-M**

" **What?" FS-M**

" **Skip it kid." S-M**

 **Which reminds me... Dr. Jekyll/Calvin Zabo and Mr. Hyde...**

 **Hmm...**

 **Anyway, Spidey - in that storyline - almost kills the Kingpin. He beats the everliving SHIT out of Fisk after he hired a hitman and put Aunt May in a coma and in the fight it is described as:**

' **The crowd roars as they fight. He doesn't hear it. There's no crowd. No jokes. No cute remarks. No acrobatics. No webbing. No tricks. He only thinks one thing.**

" **This is the man responsible for the bullet that ripped through one of the two people I love more than life itself."**

 **No.**

 **Not a man.**

 **A target.'**

 **Seriously, if he actually put his all into fighting instead of how he usually does, he would have probably killed and/or maimed the Sinister Six on the roof of the Raft.**

 **And he could lift about 10 - 30 tons having been an experienced Spider-Man in the Civil War.**

 **10 - 20 - Mental Limit or hitting stronger enemies**

 **20 - 30 - Enraged without control**

 **30 - Beyond - At personal risk**

 **This is 'technically' the same Spider-Man (8+ years of experience and growth) except this Spidey has the benefit of a symbiotic boost.**

 **Think about that.**

 **-Y.A.R.N.**

 **P.S. All credit to respective owners.**

* * *

The man carefully mixed the chemicals in the spider-DNA he was creating. It had taken burning through a decent number of specimens, several test with the mutagen on the specimens, blood compatibility tests and tweaking to make sure the process wouldn't kill him, a whole bunch of late nights and testing to the point that standing was simply not an option for his body as opposed to a mild deterrent. He set the serum aside and carefully took a bottle of the Oscorp mutagen before taking out a syringe and extracting the amount needed before the serum would be too unstable for his needs. He pressed the needle of the syringe into his Dna mix and pushed the stopper down. The mutagen dribbled into the mix and he vigorously shook the sample.

"Finally..." He whispered, "It's ready..."

He staggered over to the 'splicer' and put the serum into the machine and made sure the calibration and mutagen to DNA ratio was correct. He then stumbled over to the workbench where he created a suit that he was going to wear to protect his identity. He may not have had anyone left to lose, but he needed to make sure that his income and monetary assets remained untouched when he was finished with Spiderman, his protege, and Oscorp. It was practically an inversion of Spider-Man's original color scheme, red where there was blue, and black rather than red. The only thing he left alone was the lenses, the more he could pin on the wall-crawler, the better; besides, Spider-Man always had to restitch his suits and occasionally changed up the look every now and then. He walked over to the 'splicer' and sat down on the gurney he had moved next to it; he carefully began to slide his arm into a socket and closed his eyes for a moment.

"All for you..." He murmured.

Then the pain hit.

He screamed.

* * *

Miles let out a bit of laughter as he webbed the runner that decided to flee after seeing his fellow thugs be beaten black and blue following a failed B&E attempt.

"Well at least one of you was smart enough to run." He snickered as he got a call from Peter, "Wassup Coach?"

"Ricochet," Peter said, voice slightly strained, "Apparently the Demons are holed up in Center that was bought by Mr. Li. Yuri says that they investigated, but it was legit, probably was until I began leading Yuri an the other officers to the other Demon hideouts. They needed a place to lick their wounds and I am at the other end of the city dealing with some thugs."

There was a slight pause and the sound of a loud thud.

"Here's the location, wait for me and we'll hit it together okay?" Peter said.

"Demons?" Miles snarled, firing a web-line and swinging away from where he once was, "I can take them."

"Mi- Ricochet," Peter snapped, "Don't! I know you want to hurt them, but-"

Miles hung up on Peter and began to swing over as fast as he could.

* * *

Peter cursed, "Of course I forget that he gets touchy when they get brought up! Dammit!"

Peter hand whipped around and back-handed a large thug, "Out of my way!"

The thug collapsed like a puppet with its strings cut and the others backed up warily.

"Sorry." Peter growled as he cracked his knuckles, Viri squirmed in agitation as Peter's annoyance washed over it, "Playtime's over."

* * *

Miles landed at the gate of the recycling center and kicked the door down, scowling under his mask. Several demons that were milling around the building started in surprise and whirled to face him. Miles rushed in with a web-strike and nailed one of the men right in the face, jaw snapping and blood-painted mask flying. As he collapsed, Miles rolled with the impact and then launched himself off his hands into another demon feet-first, brain rattling and mask crumbling. The second one went sailing into a shelf which collapsed on top of him. Miles whirled as his spider-sense buzzed-

Half a second too slow.

A hex chain blasted him off his feet but he managed to roll with the impact, springing away only to elbow a gunman in the chest - hearing the bones crunch - before he could pull the trigger. Miles webbed the gasping demon to the floor with a sheet of webbing and hopped away as another gunman opened fire. Miles webbed the gun and tossed it at the hex-chain-wielding thug who knocked it out of the way with contemptuous ease. Miles leapt off the floor - intending to take the higher ground when - the hex chain winded around his leg and he was swung into a pile of debris. Before Miles could unwrap the chain from his leg, he grunted in pain and gasped as he was yanked into the air and slammed back into the ground before the chain slipped away. Coughing in pain, Miles rolled out of the way as a hex swordsman fired a wave of negative energy at him.

Miles scowled at the thugs who twirled their weapons as they advanced. Miles shot two web-lines at separate pieces of wood and launched them at the goons. They slashed through it but Miles was in motion, his fist clocking the chain-wielder across the jaw - shattering his lower jaw - and then pivoting on his heel to launch himself at the swordsman. The swordsman nimbly evaded his punches and responded with a series of slashes that nearly bisected Miles. When he released a burst of negative energy, Miles was sent flying into a pile of boxes which collapsed on top of him. Pushing himself out of the wood, Miles jumped away and used an impact web to try to bind the swordsman. The man sliced through the impact web only to see the entire room was clear except for a few confused gunman. He spun, weapon raised as he scanned the area.

There was a flash of yellow and the man was sent flying as Ricochet melted out of thin air, arcs of yellow lighting crackling around him as he added a venom blast to knock the swordsman out cold. The man landed with a loud thud as Miles surveyed his handiwork for a second, a primitive pleasure filling him up at the sight of the down criminal. Miles stiffened when suddenly his spider-sense buzzed right before he felt a sharp pain in his side as the sound of a shot rang in the air. He gasped and fell to a knee as he saw a demon with a handgun reloading his weapon. Miles staggered to his feet and was suddenly threw himself to the side as more bullets impacted where he was just standing. He glanced down at his side and blanched at the blood that was beginning to seep through the material of his suit. Miles quickly covered the wounded area in a sheet of webbing and was about to resume his attack when one of the windows shattered and Peter landed on the second floor with four mechanical arms stretching out from his back.

Peter whirled into motion, impact webbing smashing into the shooters on the second floor and sending them careening into the wall. His mechanical legs swung, doing almost as much damage as his fists and webs as they blocked bullets, swiped at demons and launched him across the room with a flex of their mechanics.

Within seconds, the entire hideout was filled with groaning demons and cocoons of webbing tying them down.

Peter turned to Miles, and judging by the narrowed eye slits, Peter wasn't happy.

* * *

"What? Were? You? Thinking?" Peter snarled as he glared down at the melancholy teen.

Peter hadn't wasted any time an told Miles that patrol was over and it was time to get that wound bandaged. Miles obeyed without protest, his side throbbing with sharp pain and bruises decorating his skin. After Peter had dressed the cut and sat Miles down, he stood tall and stared down at the teen.

"I was just trying to stop the criminals!" Miles protested, "I could've handled it -"

"I told you to wait!" Peter interrupted angrily, "I understand that having powers can make you feel like you're on top of the world, but this isn't a game! The bullet that hit you and the bruises you had - if anything - tells me you weren't handling it well at all!"

"I would've been fine! I have a healing factor!"

"So do I - in case you forgot - but it isn't like a bullet won't kill us if we aren't careful!"

"I needed to stop them!"

"So you went and threw yourself at them without thinking?"

"You've done it when you go out as Spider-Man!"

"I don't fling myself at them like a human grenade! I plan, I think, I listen to those who know better! I would've waited! Maybe tried to take out quietly a few before launching myself into the fight!"

"I couldn't just wait!" Miles yelled, shooting to his feet, "They're monsters and deserved it for what they did to my dad!"

Peter reply died on his lips as he saw Miles staring down on his feet, scowling and fist trembling at his sides.

"I just had to." He choked out in anger, "I just... couldn't."

Peter pinched the bridge of his nose, he was still mad, but he knew sometimes it became personal, and for Miles, it was more personal than most.

Peter had honestly felt like that when Aunt May had died. He wanted to break into the Raft, find Otto and then kill him in the most excruciating way possible.

"Miles. You cannot let your emotions get the better of you when you head out. I get you're mad, hell do you know what I wanted to do to the man who murdered my Uncle? Do you know what I wanted to do to Otto when he took the cure?"

Miles stayed silent.

"I wanted to beat them to death, I wanted to torture him to the point that they would wake up breathing through a tube and taking meds just to function." Peter sighed, "Do you know why I didn't?"

Miles didn't reply, mouth now twisted in a conflicted grimace.

"Because, Uncle Ben would've never allowed it. He hadn't raised a killer and he wouldn't have wanted me to tarnish his memory with bloody hands. Because May loved me and was proud of the hero I was, not the person I could've become if I let go of what she taught me. Because once you start killing, it becomes easier and easier to do it."

Miles shoulders shook with conflicting emotion.

"Miles, you carry more than just your life when you are out there." Peter said, "How do you think your mother would react if one day died because you were careless? Or she found out you had killed because you lost control? Do you think I don't care, that I don't understand? The people you can save and do save all rely on you being around."

Miles stiffened.

"Exactly." Peter said quietly.

"...So what do you do to stop feeling like this?" Miles asked quietly, "How do you keep the anger down and stop yourself?"

"You never stop feeling this way." Peter replied just as quietly, "Being busy helps in the beginning. Keeping your mind off of it helps for a while. But you never stop hurting when those you love are taken from you. Time and remembering the best times you had with them is the best method I found in coming to terms with the loss of a loved one. Making sure you can see your mistakes and learning from them is the best way to become a better superhero."

Miles was quiet.

"Go home, don't web-swing. When your side is fully healed, we are going to have to go back through some lesson with you to see if you really are ready for the city."

Miles head snapped up, betrayal painted across his face, "But -"

"No, Miles." Peter cut him off, "I get it. You're pretty calm right now and you think you're ready. But this incident is proof that you need a bit more time to focus on controlling your anger. You need to cool off and take time to adjust to what happened today, because it will strike you and you will need to process it. You nearly killed people today in anger, and I don't think you should do anything until you come to terms with how close you came. You'll hesitate, and that will be a fatal mistake. Try to figure out a way to channel your anger so it doesn't make you sloppy. No super-heroing until I say so."

Miles huffed, "I can still fight. I don't need to be benched..."

" _Miles. I believe Peter is correct, and no. It isn't because he is my host."_ Viri chimed in, a symbiotic head forming next to Peter, " _You let your anger take control, and it made your reckless and overeager. You broke several of the people bones and if you truly lost it, you might have killed them. As Spider-Man's protege and even more so as Peter's friend, you need to understand that as Peter said, 'With great power, comes great responsibility.'"_

* * *

Peter was laying on his bed with an arm over his head when his phone chimed with an incoming call. He deliberated over whether he was willing to get up before he sighed and sat up to check the caller id.

"Mj?" He mused, and with a sigh answered the call, "Hey."

"Hey Pete." Mj said, "I saw the news about the Demons, is Miles okay?"

"He's fine." Peter said rubbing his forehead, "I kinda told him off about being reckless and benched him for a while."

"Peter..." Mj said, tone somber.

"I know, I know..." Peter replied, "I just don't want him to think what he did was okay. He nearly killed several demons today and wound up getting shot, I won't let him down. I can't do that."

Mj was silent for a moment before letting out a gusty sigh, "Just try not to be too hard on him."

"I'll try." Peter responded.

* * *

Returning to consciousness was a hazy affair for the man as he groaned at the phantom pains that had been wracking his body. He tumbled off the gurney he'd been lying on and landed in a crouch, shaking his head in order to clear it of the pain. His hands dug into the floor, fingers crushing the floor with his strength. He slowly got to his feet and looked around, he checked his arms and poked his wrist, a burst of webbing erupting from his pulse-point and laying on his hand. He frowned at the lack of distance and thrust out his hand and clenched his fist as a gout of webbing shot out and hit the wall with a loud wet 'thwap'. It wasn't quite a web-line but much more of what he had seen of Spider-Man's impact webbing.

"Not exactly like Spider-Man's," He mused, "But it shall serve as a another nail in his coffin thanks to his use of webbing."

He leapt of the floor and landed on the ceiling, hands and feet sticking to the surface as he hung upside down. With a feral smile he began to lift materials as though they weighed as much as pillows. His muscles bulged as curled over and he stumbled closer to the mirror he hung in the lab.

He held out his hand and smiled as his fingers grew into clawed blades, "The mutagenic's properties seem to have given me the ability to modify some my body parts."

He stared at his new form, he was for more bulky than Spider-Man, and his mouth was now visible as part of the suit, but none of that mattered. He already lost what made his life worth living, he didn't care if he became a monster, he didn't really care if he lived after taking down everyone else. He opened his mouth and in a brief effort of will forced his teeth into sharp and deadly fangs that were filling in his mouth. He retracted the fangs and twisted his neck and waist, taking one last look around the lab that had been his base and the photo of himself and his family on the desk.

"I couldn't save you." He said quietly, "So I'll avenge you instead."


	5. Chapter 5

**RIP Stan Lee.**

 **Thank you for the worlds you've crafted, heroes you've made, and joy you've spread.**

 **Also, a bit of an author's note regarding the villain, I took inspiration from Kaine and have a few ideas for who this guys will be. Personally, the top contender for this position in my head has a deviation from his original reason for hating Spidey (as evidenced by the whole losing his family). I'd love if you could all send me some ideas or just drop a review.**

 **P.S. all credit to respective owners and constructive criticism please (show me at least that much respect).**

 **-Y.A.R.N.**

* * *

Peter met with Miles about two weeks after Miles got shot. Miles was quiet as Peter paced in front of him.

"So..." Peter began, "How are you doing?"

He knew that the bruises and bullet wound should have healed up pretty well by now, but he wanted to make sure that Miles wasn't trying to hide any lingering damage.

"Better... I guess you were right..." Miles mumbled, "I lost my head and I just... I'm sorry."

Peter nodded, "Good to hear, but you realize why I pulled you out for a bit?"

Miles nodded mutely and Peter rested a hand on his shoulder, "Miles, I am not doing this to hurt you or make you feel like you can't do this. I know how it feels, especially when told by people you look up to when you can't do what they can when you really can."

Miles stayed silent, after the resentment and anger had faded, he realized exactly how close he had come to murder and he had almost freaked out on that. He took a few days to build his confidence up and redefine his limits.

"You have the ability to help people, but I told you before we started that I nearly killed myself a hundred times as I learned how to fight. But that wasn't it, I had to keep myself from killing people because if I killed, how does that make me better? Because they were bad people? That's not how it works."

"Justice and due process?" Miles guessed with a half-smile.

Peter smirked, "More or less."

* * *

"Ricochet," Peter called, "Keep up!"

They were swinging through the city and Peter was running on walls and darting through the air, throwing in helixes and flips to tease Miles a bit. He decided to keep Miles close for now and split halfway through the normal patrol after seeing if Miles was back in the groove.

Miles huffed as he used an upward swing and a web-zip to catch up and grunted, "Hey! Ive only just started patrols! I am not as used to web-slinging in style as you are, not to mention that you've got Viri lending you a hand!"

Peter chuckled, "Well you are doing better than me the first time around, I crashed into a lot of billboards and walls, gave myself a concussion more than once."

"Really?" Miles said, snickering at the thought of Spider-Man slamming into the window of an apartment, "I just wish I could get as good as you are."

"Patience, time, a few tweaks here and there, experience, and practice." Peter said, swinging close as they went through the city "My mark one web-shooters were pretty decent but have gotten a lot better, my suit used to have no tech but then I worked on it and Tony Stark gifted me a suit which I tweaked to match my systems, my webbing wasn't always as strong and versatile but I tinkered with the formula. I have been working at this for eight years, I even got stronger as my body matured. You'll get there, just keep at it."

* * *

Miles and Peter had separated a while back after busting up some drug deals and B&E's that were happening. Peter had deemed Miles ready to go out on his own but warned him to actually listen when Peter told him to do something rather than charge in without thinking. Miles had been pulling back on the strength ever since the whole Demon fiasco had happened, he never wanted to have Peter feel that disappointed in him (and that was leaving out how he had to be very careful not to show it at school or around his mom). So while it took a bit more time to take out the general scum of New York, he was feeling pretty confident.

He landed on a roof where a drug deal was taking place, "Sooo... I'm guessing those packages aren't girl scout cookies and I am also gonna guess those clothes aren't a new uniform?"

The thugs whirled to face him, "Shit, it's the junior spid - hurk!"

Miles and the surrounding thugs' eyes widened when five sharp claws ripped through the front of his chest, lifting him from the ground. The thug weakly reached for the claws and tried to pull himself off before going limp with a choked gurgle.

A sinister chuckle drifted from the figure who had been waiting on the roof with the drug deal, "You took you're time to show up... Ricochet? Was it? Not much of a name considering you really are just a second Spider-Man, but I suppose that isn't of consequence. I would have preferred your mentor, but I suppose you'll do just as well to send a message."

The figure straightened and Miles couldn't help but gasp at the white lenses and grin visible of what would have been the mask of a color-inverted Spider-Man outfit. He was dressed in what seemed to be a dark brown hoodie with a grey coat over his suit but as his body bulged unnaturally, the hoodie tore into strips and fell to the floor around him. The spider suit wasn't exactly the same, there were no webs over the suit, and the forearms and lower-legs seemed to be covered in plated armor that melded into his hands and feet, but the resemblance was uncanny. The man let out a grunt and his body bulged as muscles rippled and expanded across his body, revealing him to be taller and much more built than Peter. He straightened and regarded the people on the rooftop with wide white eyes.

"You scum are in my way." He said with the tone of someone commenting on the weather, "So die."

The Spider-Man imposter lunged and began to kill all of the thugs in a flurry of slashes and organ-busting blows. Blood splattered the floor and thugs fell to the ground as they were murdered. Three of them yanked out handguns and opened fire but the figure leapt up and out of the way and descended on the thugs before they could fire again. The last thug had run for the door - hoping to escape and most definitely get out of the city if the terror on his face was any indication - before a web caught him and flung him off the side of the building to death on the streets below. Miles backed up, eyes wide in disbelief and horror at the murderer.

"Who the hell are you?" He whispered.

"My name?" The imposter said. "I would rather not tell you. I suppose you can call me the one who will kill the villains, and Spider-Man is just another villain for what he has done!"

Miles blinked, "That's kinda a mouthful." He joked weakly.

"Besides," He snarled, fury suddenly saturating his voice, "I plan to kill all the villains including Spider-Man for what they all did to me! You worthless coward, you all could have saved them, but you didn't!"

He threw his hand out but Miles was vaulting away - his spider-sense blaring in his skull way more sharply than ever before - as five long claws dug furrows into the roof. Miles flipped in the air and fired a webline to swing around the building as the imposter leapt after him with a feral roar. Miles twisted around the falling figure, hoping that him using webs would keep him up and out of reach. He fired a webline at the building and used it to swing and land on the side of the building. He was baffled by the rage of this wannabe Spider-Man, he had no idea what he possibly could have done to incur so much hatred, he'd only started his debut as Ricochet a few weeks ago!

Suddenly, his spider-sense buzzed but before he could react a splatter of webbing snagged his chest and pulled him down.

"Webbing?" He yelped as the figure pulled him off the wall and flung him into the streets below.

Miles twisted in the air and managed to snag a telephone pole, using his momentum to bleed off the excess force as he spun around it once and landed on the middle of the street. The hulking imposter stalker towards him, grinning maniacally as he flexed his hands.

"I am so glad the splicing worked. I'll admit, I was worried I'd die and leave my love's justice unfulfilled, but now I know I can take on a spider-man on even footing." He chuckled, "So all I need to do now is kill you and then take on your mentor. After that, I won't let my ego get in the way like that fool Otto Octavius and kill Osborn personally. I will watch the life leave his eyes and make sure he's dead. Then - for good measure - the Raft will find itself short a few super-criminals after I kill them. The best part of all of it? I look like Spider-Man, due to his recent costume changes, no one will question me!"

While the crazy spider-imposter ranted, Miles had quickly tapped the side of his mask, sending Peter a 'help' alert.

The man laughed maniacally but grunted as sharp spines erupted from his body before quickly withdrawing.

"I'll admit." He managed, stumbling as a shiver rippled through his body, "Keeping the mutagenic shift to my body in check is definitely more difficult than I imagined, but I suppose being a monster only helps me now. I don't need to learn how to fully control this power or any abilities, I don't plan on living after vengeance."

Miles leapt away as the imposter roared forward.

* * *

Peter swung into a thug and knocked him into a wall before neatly webbing him to the building.

"Worse luck next time!" He said brightly when his alarm began to blare in his ear, "Huh?"

He tapped the side of his mask to shut it off and realized that it was a distress signal that he had added to Miles' suit and MJ's phone.

His heart leapt into his throat.

"Call MJ Watson!" He hissed.

The suit began to chime as it dialed Mj's number into the hands-free phone Peter had used in his upgraded suit's tech (Tony Stark really did go for all the bell and whistles when it came to this Spider-Man suit). He made his way to the top of the tallest building while he waited impatiently for her to pick up.

"Peter?" Mj mumbled sleepily as she had just woken up, "What's going on?"

"Mj!" He exclaimed, "Are you okay?"

She blinked, a bit more awake, "Peter, I'm fine. What's going on?"

"Miles needs me, I need to go!"

Peter hung up.

* * *

Mile let out a shout of exertion as he heaved a car at the imposter, hoping it would slow him down or at least hurt him more than the few blows he had managed against him. Granted, getting close was hard as the guy kept sprouting spikes and his muscles seemed to bulge to increase strength as he attacked. He was stronger than Miles thought - which had been proven when Miles had been smashed through the wall of a building when he became careless and was caught by a fist mid-flip - but other than that and the claws, wasn't apparently used to fighting at all, let alone fight other super-powered people with his own superpowers. Miles was mentally thanking Peter over and over again for drilling his fighting style into him as he weaved through slashes and dodged gouts of webbing. He knew Peter was way more skilled (being Spider-Man for ten years was definitely a factor in that) and stronger - even without Viri as his body probably got stronger as he got older - than he was, but compared to this guy, Miles definitely held the skill advantage. The imposter was wildly slashing, kicking, and punching at Miles, there was none of the precision, style, or finesse that made Spider-Man such a formidable hero. The imposter probably never tried different tactics other than throw himself at the problem and try to kill it with his bare hands.

Miles was never more grateful that this guy hadn't gotten any help and wasn't fighting smart.

The car smashed into the imposter, who let out a roar of pain as he was laid out flat with a car on top of him. With a flex of his body, he flipped the car off of him and picked it up with a clawed hand.

"Neat trick kid." He sneered, "Mind if I try it?"

Miles groaned, 'I just had to jinx it...'

He flung the car at Miles, who leapt into the air and actually used the car as a springboard before snagging it with his webbing and - with a shout of exertion - brought the car down on the imposters head. Miles winced at the pangs that ached from the effort, spider-strength or not, it wasn't fun or easy throwing around 3,000 pound objects that fast mid-fight while trying to dodge attacks and throw in hits (and that wasn't even mentioning the bruise on his side). The imposter let out a pained roar as the car crumpled under the strain and drove him into the asphalt of the road. Miles was thankful that the people had evacuated and the police had ended up keeping their distance and not firing at them; he really didn't want to divide his focus between the villain, dodging gunfire from cops, and protecting people at the same time.

The problem was the restricted area that he was fighting in, when he tried to take to the walls or the rooftops, the imposter started moving towards the civilians to force him to intervene, and Miles couldn't let him actually reach the people since he had already showed he had no qualms against killing. The imposter got back to his feet and Miles was guiltily pleased as blood was streaming down the right side of the imposter's face. However, Miles didn't let up and lunged forward, interlocking his fingers and delivering a double-handed uppercut to the villain's jaw. As he staggered back, Miles' hand crackled with yellow arc of electricity and he slammed both palms into the imposter's chest, knocking him onto his back as his body twitched an spasmed.

"You little bastard!" the imposter screamed as his body rippled in response to his anger.

With surprising speed, the imposter straightened upright and delivered an muscle-enhanced uppercut to Miles' jaw, launching him into the air and tearing off the lower half of his mask. The imposter slammed his arms and feet into the ground and tensed for a split second before he let loose like a coiled spring and shot after Miles. He bodily tackled Miles into a building and roared as grabbed Miles by the head and pounded his head into the wall one more time before he flung Miles out of the mortar and into the street below. Miles hit the ground and leapt away, wincing as he felt the bruises forming on his back and blood welling from his mouth and trickling down his lip.

'Dammit.' Miles groaned in his head as he weaved away from several balls of webbing, 'I've got to take him down before he loses it completely! I can't hold him back much longer if he keeps going like this!'

Miles hands crackled with electricity and he was just about to lunge at the imposter when a red, black, and gold blur rushed by him and slammed into the imposter and sent him tumbling away.

Peter had arrived and judging by the narrowed eyes?

He was not happy at what he just found.

* * *

"What the hell?" Peter stared at the figure he just knocked down.

"Pe- Spider-Man!" Miles called, moving forward to stand at his left, "This guys is apparently trying to pose as you and kill in your name!"

"Like a cult?" Peter quipped.

"More like he hates you for some reason. Claims what happened to him is your fault, did you give him powers or something?" Miles replied, rubbing his bruised ribs.

"No." Peter replied before he caught the motion and turned to face the imposter, anger beginning to radiate off him.

The figure staggered to his feet and growled angrily, "Unfortunately I am not ready to take on the both of you, but in due time."

The imposter's muscles bulged and with a shout he drove his hands into the ground, sending a plume of dust and rocks covering his side of the street. Miles and Peter both shot a blast of impact webbing at where he stood before the dust blinded them. When the dust cleared, there was a hole leading to the subway system that was covered in webbing.

The imposter was gone.

* * *

The man who had been murdering criminals masquerading as Spider-Man limped into a alcove as he slumped against a wall and let out a pained sigh.

"Not quite ready for either of them I suppose..." He grumbled, wiping the stream of blood that was leaking from his skull, "But this is far from over, I swear that. The war against Osborn and The Sinister Six may be over, but the battles still rage, I will make sure of that."

His hands-free earpiece buzzed.

* * *

"Really, Warren?" A man said, chuckling at the pain in his fellow scientist's voice, "Did you honestly believe that you were ready? Spider-Man has had the benefit of years and his protege has probably been trained, having power doesn't mean you are capable of wielding it proficiently."

"I could have taken Ricochet if I hadn't played around."

"What was it you said about not letting your ego get in the way?"

"Don't patronize me, Zabo!"

"Very well, I will stop." Calvin Zabo sighed amusedly, "I am the one who was willing to help you fund and test this little vendetta, and besides..."

Zabo looked over at the liquid he had concocted.

"Mr. Hyde is terribly impatient to have some fun once you've had your turn."


	6. Chapter 6

**The reason I chose Ricochet was basically because all the other names I came up with -and I didn't find out about Kid Arachnid until later (which I would've used had I known!) - were utterly bad and hard to come up with, I mean seriously, what did you expect? Web-Man? Wally Webs? Spider-Kid? Spoderman (ugh)? The bombastic Bag-Man?**

 **Also, imagine the spider emblem from the Spider-armor MKIV on the chest of the Iron Spider Armor.**

 **As per the usual, all credit to respective owners!**

 **-Y.A.R.N.**

 **P.S. Just a small notice guys - while I do appreciate it a lot if you like my stories - if you have questions about my other stories and any plans to continue them, PM me. Don't post a review about it on a story as I rely on the reviews to see feedback and occasionally comb for ideas.**

* * *

Peter carefully sat Miles onto the bed in his apartment and straightened as his suit flowed back into this metal bracer and Viri supplied him with clothing.

"Miles," Peter asked as he began to once again pull out a first aid kit, "Who... No, what the hell was that?"

"I don't know." Miles groaned as shifted and his bruises ached, "I was about to stop a drug deal and then this guy who was hiding out with them just began killing all of them and then rambled about how you, Osborn, and the Sinister Six were going to pay."

Peter pinched the bridge of his nose already feeling a migraine forming from the stress, "So, let me get this straight, a guy who is like a bulky and mutated version of me - who apparently thinks I am as much a criminal as Jolly Jonah does - is running around promising to kill me and some super-villains and blame it on me?"

Miles shrugged and winced, "Yeah, sounds about right."

"That's just fantastic." Peter sighed as he set the kit down next to Miles, "This is exactly what I needed in addition to all that is going on."

Miles frowned as he began to dress his own wounds (Peter had insisted that he learn that so he could take care of any injuries and no one was on hand to help), "He did mention something about splicing, a mutagenic shift. and his love, I think?"

Peter scowled and sat heavily on his desk chair, "So... he's like the scorpion except he used spiders? Great, that's just fan-freaking-tastic! I do my best and stop the villains and seeing that, some psycho with a grudge decides to try to replicate my powers and then added a mutagen? Why is it always me? Why can't someone just go after someone else? I hear that Thor or Iron Man are always open for a challenge!"

Miles groaned as he got up, "I need to head home, I am probably gonna have to rest a bit before patrol tomorrow."

Peter gave him a look, "Miles..."

Miles waved a hand, "My healing should take care of this, easy! This isn't half as bad as the bullet and that took three days of rest before the wound closed up and was fine.."

Peter sighed, "Fine, but any discomfort, you stop."

"Got it, coach." Miles replied, "I'll tell you more about what he could do tomorrow."

* * *

 _It has begun. I was right about the sudden influx of spider-themed criminals and this time we have a murdering monster who has masquerading as a 'new' Spider-Man and is willing to kill the original webbed menace. This monster is willing to commit mass homicide to subjugate the good people of NYC! No, he will commit mass Spidercide! Actually, make a note of that name, Jared! It's perfect for him! No doubt the original Spider-Man had wanted another apprentice after letting 'Ricochet out into the street and has coached this new masked maniac about how best to destroy New York! And now the apprentice is going to kill everyone to become the sole leader of New York! Is nowhere safe, is nothing sacred to the spider-maniacs? I hope that soon the proper authorities will be able to end the Spider-Plague that is beginning to run rampant in the streets of our beloved New York! We need help, we need someone to step up and stop these monsters, and with many of the real superheroes out of the city at this time, I am more than willing to step up to the task!_

* * *

Peter was sighing in relief as he walked out of Horizon Labs, he had been a bit nervous but they did seem genuinely interested in him and his work. While they had raised concerns over his previous employment, he had been quick to assure them that he only worked on the interface and the original intention was simply to help people get functional prosthetics for those who had lost limbs. They had demonstrated their facilities and explained their work hours and the flexible terms of work. Simply build tech in order to help improve life and technology's advancement.

If that was the only thing, this would be a better job than what even Otto was capable of giving (Even if Devil's Breath had forever tainted his view of his old mentor and his previous job).

Besides, with the apparent death of Felicia - which was a devastating blow to self-confidence and morale - he really needed a good thing actually being good. For all that she was manipulative and she had lied about having a son (and his son no less), Peter cared pretty deeply about Felicia. She may not have been the best of people while the excitement of robbery and theft appealing to her and her making more crime, she had saved him and cared about him in her own unique way. He wished he had been faster, better, stronger; somehow be enough to stop losing the people and things he cared about. He hadn't been able to stop Martin Li in time to keep him from prison, stop Doc Ock from using the incomplete interface and going off the deep end, save his aunt from the sickness - if he had just managed to keep hold of the damn antiserum - and things just seemed to spiral from there. And as if it wasn't bad enough, Jolly Jonah recent ravings over him and spider-themed villains and heroes was in a way right, in a weird twisted way.

Spidercide was his responsibility, someone who saw his capabilities and used powers based off of his own to wreak havoc on NYC rather than be a hero.

Peter scrubbed a hand through his hair, muttering, "It's never stops, does it?"

' _Peter. You do the best you can and that is all you CAN do..'_ Viri said softly, ' _While it sometimes may not be enough, it is all anyone can ask. There is no cause for shame or self-loathing over doing the best you can. You save so many, being so neurotic only causes you pain.'_

'I know.' Peter sighed, 'I just... even with everything I do... Its like there will never be a time when it just stops.'

Trying to shake off the dark thoughts, and deciding that now was as good a time as ever to start patrolling (and hopefully try to see if he could did up more info on Spidercide and the Maggia, Peter ducked into an alleyway and mentally thought, 'Viri, you ready in case I need you?'

' _Always.'_ Came the reply.

Spider-Man's Iron Spider suit flowed over his body and he took the skies in a web-line.

* * *

Miles tapped his pencil idly against his notebook as he was thinking about some more of the tricks he could use with his powers. While he knew he should be concentrating on the spidey-work Peter had assigned him (which he did mostly to make sure Miles was on his toes) and homework assignments, he was just too preoccupied with thoughts on his fight with the Jameson-dubbed Spidercide.

It was a frankly eye-opening experience.

And not a pleasant one.

He grumbled wordlessly at how sore he realized he was when he got home and his adrenaline had faded. His bruises were already fading away but his arm felt slight strained since he had to catch a car and then immediately threw it at Spidercide. He was sure that it would be fine by patrol but he began to doubt in his abilities as a new Spider-Man.

It was the first time he had tangled with what could be considered a actual super-powered villain; while the Demon gang members might have access to negative energy, but in all honesty, Mr. Negative - or Martin Li if you prefer - was the one who granted them a small fraction of negative power. Miles hadn't dealt with any of the Sinister Six and his brief hide-and-seek with Rhino in the shipping yard didn't count. Peter had kept him out of the whole maggia family debacle - while dealing with Black Cat - for the most part. And judging from the look of things, that might actually start coming to a head with the explosion of Black Cat's apartment. Petty thugs and crooks weren't bad, Miles was able to take them without any issue, but this was so so different.

The worst part was he felt Spidercide wasn't just going to lunge out of the shadows and try again immediately, he was going to take his time - gain a handle on his abilities - and then strike.

* * *

Peter was acquainting himself with his new lab-space within Horizon Labs, an almost awestruck expression on his face.

"I take it you can work with this?" Max Model inquired, smiling at the look on Peter's face.

"Are you kidding?" Peter exclaimed excitedly, "This is more than anything I had thought!"

Max chuckled before adopting a serious expression, "Remember Parker, this isn't just some funhouse for you to tinker, we are trying to make the world better. We know you worked on Otto Octavius'... prosthetics, but if you begin to create problems, we will be forced to turn you in and personally, a gifted mind such as yours deserves better. Alright?"

Peter stiffened, face twisting into a complicated expression, "I know... I... When I worked with Otto... I tried to get him to hold off on using the interface, it wasn't ready! He took it, and my work and used it like... like it was never supposed to be! We wanted to help others... and all we did was cause harm. I need to make it back up in some small way."

Max Model stared at him for a long moment before sighing, "Well, it's as good as a guarantee as I can hope for. Just so you know, you won't be an full-time rate quite yet since you're just starting out. Later on it will be more and it will depend on your accomplishments and work in the lab."

"As long as I can pay rent and help people, I'm in." Peter joked weakly.

He waited till Max left and walked over to his duffel bag he had brought with him, and took out his Black Suit Case and opened it, taking out the damaged remnants of his anti-ock suit and placed his Iron Spider gauntlets on the table in front of him.

"Lets start with you two." Peter muttered.

* * *

Peter and Miles landed on the rooftop near the sanatorium where Yuri and the other cops were preparing to make an entry. Spiderman's upgraded suit wasn't too different in design from his regular Iron Spider Armor except for his eyes now outlined with a dark blue glow and his emblem on the front now contained a smaller spider emblem within the overall front that was outlined in blue. Peter decided that he wanted to change his suit's ability to form from his gauntlets to the spider emblem that he now had affixed to his chest (taking inspiration from Iron Man's mark 50 armor). With a suggestion from Viri, he had added the suit's ability to 'listen' to mental and vocal commands which was quicker and much less noticeable than activating his arm bracers. In addition to his standard upgrades, he added a layer of temperature coating in order to help protect Viri from extreme heat weakening the symbiote and - taking inspiration from Miles' bio-electricity - deliver heated blows.

Peter figured he'd be able to much better job in helping people if he souped up his suit to the best of his ability.

The only current problem happened to be the shootout that was happening between the maggia using sable weaponry and had the other maggia forces trying to breach the front utterly outgunned and outmaneuvered. The sable-empowered forces were steadily pushing the other forces out and down.

"Getting bad down there..." Peter replied grimly.

"Ready when you are." Yuri replied shortly, "The other families managed to corner Hammerhead in the sanatorium, but his goons are using sable tech they managed to get when sable left to keep out and hammer the other Maggia families."

"I thought all of that was already in police custody?" Miles inquired.

Peter had forgotten to tell Miles about the Sable tech he found in Hammerhead's possession.

"We got all we could but we couldn't recover all of it from around the city alongside the cleanup of the Devil Breath's incident and even after we raided the area Spider-Man had told us about." Yuri said as she shook her head, "A sizable quantity was never accounted for when we tallied what we had. At least now we know where it went."

Peter sighed and looked at the shootout, "So what's the plan?"

Yuri straightened, "If we can get Hammerhead to get his attention only on the front, then we might be able to sneak a small team in and take him alive."

Peter nodded, "Got it. We'll draw his eyes to the front."

"Hey spidey, check it out." One of the policemen said, raising his wrist and showing off a Spider-Man themed watch.

"Nice!" Peter complimented with a mask-hidden grin and even Miles couldn't help but snicker.

"That's against regulations, lieutenant." Yuri noted with a touch of amusement.

"Sorry, Captain." The cop apologized sheepishly, "Birthday present from the kid. It's not everyday you get to run ops with the man himself, you know?"

"I'll let it slide. This time." Yuri chuckled with a smile, "Now get on the ready line."

"Yes ma'am!"

Peter launched two web-lines and connected them before repeating the actions, forming two zip-lines for the cops to breach the building.

"Alright, Ricochet? You ready?" Peter inquired as the cops began to mount the line and slide toward the building above the warring maggia.

"You kidding?" Miles cheered, "Let's go!"

They descended into the firefight and split up as Peter began to deal with the sable-weapon-wielding thugs while Miles took on the more conventionally-armed goons. Peter had been making creative use of his metal arms - though he didn't spring them out at any occasion he found - as he didn't want to chance getting shot by the maggia, occasionally using one or two arms to help block bullets, help his mobility, or smack a opponent away. Otherwise he weaved in-between the maggia forces, lashing out with kicks, punches, webbed-up throws, and acrobatic grapples-and-slams. He webbed one criminal and pulled him closer only to uppercut him into the air and then slam him down with a metal limb. The limb suddenly tensed and Peter used the extra force of it stretching out to fling himself out of the way of an incoming rocket.

"A maggia civil war," Peter complained, "Hammerhead vs all the other families. And were caught in the middle. Of course."

Miles vaulted over a baton-wielding thug to land behind him and lash out a low-kick that swept a goon's legs out from under him before catching him on a web-line and tossing him into a group of his allies. His spider-sense buzzed and he followed his instincts, hand firing a line of webbing behind him to snag a rocket. With a small grunt, he spun in a full circle and sent the explosive into the ground in front of original shooter and knock him out cold with the explosion. Miles and Peter worked well, their spider-sense helping them slip past each other's attacks to form a untied front as though they had been fighting together for years.

A car pulled up and a larger thug carrying a sable mini-gun came out, a whine of a charge up filling the air.

Peter and Miles dived in opposite directions, red bullets shredding the ground where they were standing. They locked gazes and fired a web-line over each of the minigun thug's shoulders and with a yank, launched themselves into the thug with a uppercut to the thug's jaw. The thug fell onto his back, knocked out cold with the combined force from each of the spider's fist. The two spiders both began to run towards the door when a goon in with a sable jetpack stormed out.

"You're both gonna end up like bugs on a windshield!" He roared.

Miles groaned and Peter sighed, "Enough with the bug puns already!"

He fired a web-line at the maggia grunt before a shimmering blue shield sprang into existence and the web crashed against it in a flare of blue.

The grunt let out a shout as his jetpack flared and he rushed at the two heroes who leapt out of the way.

"Does Sable know you're borrowing her shields?" Spider-Man quipped as he landed.

More thugs flooded out - some armed with shields and some with guns - and Miles and Peter quickly worked their way through the group of angry mafia goons.

Peter shot a web-line at the ceiling of the broken room Yuri and her team had entered from, "I'm gonna catch up to Yuri." Peter said to Miles, "Can you keep an eye on the outside?"

"You got it coach." Miles responded.

* * *

Peter crawled through the vents and run-down rooms of the old sanitarium as the tense atmosphere became thicker and thicker with his mounting worry. He hadn't been able to reach Yuri and first atributed it to her being in the basement. However when he heard of the guards mentioning the cops, his worry skyrocketed. After he incapacitated the multiple guards that had been guarding a room, he jogged in to see a cache of sable tech and live-streaming equipment.

"Pretty sure Screwball would downvote this immediately..." He muttered as he walked around, and saw a blueprint and examined it, "This seems a bit high-production for Hammerhead..."

He glanced to the side and saw the security room.

* * *

He flipped through the separate cams as he began to get desperate, "Come on Yuri...!"

His heart nearly stopped when he saw Yuri on her knees with a gun held to her head and Hammerhead holding a struggling officer while Lieutenant Drake watched helplessly on the side. His heart clenched as he saw a motionless pile of cops carlessly discarded on the floor.

"Oh no!" Peter whispered as he began to get to the room as fast as he could.

* * *

He arrived in time to see Yuri with a twisted expression on her face as she was pointing a gun at Hammerhead; who was holding Lieutenant Drake hostage with a sable rifle held to the back of his head. He fired two web-lines - one at the gun and the other at the Lieutenant - and yanked.

Hammerhead's bullets went wide and hit the only source of light.

And everything descended into chaos and darkness.

* * *

"Yuri?"

"Yuri, where are you?"

Yuri Watanabe flicked on her lighter, eyes frantic and panting only to freeze as she saw Spider-Man crouched over the body of Lieutenant Drake. He stared at her as her eyes filled with horror and she fell to her knees.

All that is heard is the near-inaudible ticking of his Spider-Man watch.


	7. Chapter 7

**All credit to respective owners!**

 **Also the timeline will be... slightly more malleable in terms of secondary quests and the like. I know canonically there are some things that may seem... out of order, but please bear with it.**

 **P.S. Special thanks to nataku2709 for idea discussing on Viri!**

 **P.P.S. You want to talk about my stories? Feel free to PM me, I would love to hear your thoughts and ideas!**

 **-Y.A.R.N.**

* * *

Peter was silent as he stood on a nearby rooftop and stared the building that housed the disastrous result of a failed infiltration. Miles hovered uncertainly behind his mentor as he watched hands Spider-Man's clenching and unclenching.

"What now?" Miles inquired.

"We find Hammerhead and stop him. He's gonna go out of control if this keeps up, the cops can't handle him and the other maggia families can't beat him if he keeps using Sable tech, we have to stop him before it gets any worse."

His phone ringed and he answered, "Hey Yuri, you okay?"

"Fine," She said quietly, "I just need to catch my breath."

Peter motioned to Miles to follow him as they both swung into the city, "Let me take point. I find out what Hammerhead's planning and stop it. You need time to heal."

"That would be... Nice." Yuri sighed, "But don't leave me out of the loop. You find out anything tell me!"

"We're gonna stop him Yuri." Peter promised.

"No. Not stop. We're gonna nail him. We're gonna NAIL HIM TO THE WALL." Yuri near-growled.

She hung up.

"Is she gonna be okay?" Miles questioned, worried over the sheer venom in Yuri's tone as she spoke of Hammerhead.

"Hammerhead made it personal. We have to stop it before it gets out of control." Peter replied tiredly, "Let's head to the Bar with No Name, been hearing rumors that some of his men have been posted there, be as good a place as any to start the hunt."

Miles twisted around a fire escape and got close, a hint of confusion and worry in his tone, "We won't be able to get in just like that, there had got to be a few dozen criminals in there and don't think they'll just let us waltz in!"

Peter chuckled, "I know, last time I was there, the fight lasted most of labor day's weekend. But I know just the right guy for the job."

* * *

Miles was suitably impressed by the little Spider-Bot Peter dropped in the open window above the door. With the little spider on its way, they quickly retreated to the rooftop to make sure they weren't spotted by any wandering thugs. Peter quietly held a hand to his mask, controlling the little bot as it made its way through the bar. Miles carefully watched and made sure that he could learn all that he could from Peter. When Peter was finished with his spying, he stood up and looked at Miles.

"I think I got what I needed. I want you to head to these for locations, take photos of the plans and make sure you get them to MJ, she's doing a piece on Maggia fronts." Peter said as he shared the map to Miles' suit, "Lock the place down and then make sure you let the cops know when it's done. It might help slow Hammerhead down and give us time. When the four locations are locked down, call and we'll meet up to plan our next move."

"Okay." Miles said, excited at the prospect of heading out solo again, "Any tips?"

"Don't just rush in, stealth will probably be your best weapon right now, take out as many as you can quietly and only fight if you get noticed. Stay high when you're webbing them up. Don't hold back too much, bases can be problematic because they can corner you." Peter instructed, "Be careful Ricochet and I can drop what I am doing if you need assistance."

Miles nodded, "Right; what will you be doing?"

"Heading to the Auerbach Theatre, it's where the rest of the Dons are holed up. I'll pass on what you're up to to MJ, alright?"

"Okay. Thanks Spider-Man, but don't worry. I got this!" Miles said excitedly.

* * *

"Miles' taking point on the bases, he's doing the legwork and will pass on everything to you." Peter said as he swung through the streets while informing MJ on Miles' tasks.

"Do you think he is ready?" MJ inquired.

Peter would have stilled had he been standing, but only stopped web-slinging to land on the corner of a building.

He wasn't sure if it was wise to explain his reasoning about the whole situation to be honest. Miles was getting better at his 'stick-em powers' (as Peter had jokingly dubbed them) but was he ready to fight on his own? Miles had been rash and already brushed against death in his brief battle with the Demons, and was already seeing just how dangerous the job was with the introduction of the villain Spidercide (who had been suspiciously quiet as of late). Peter had been able to tough it out, but looking back there was a fair amount of luck and personal ingenuity after defeat or retreat that played into his fights and kept him alive. But he didn't have a set timetable for his life, going out as a superhero was always a risk, he might one day fall and Miles would have to assume the role of Spider-Man.

That was something he had relearned all too well in his brief scrabble (though beat-down would probably be a lot more accurate) with the Sinister Six on top of the Raft. Had Otto expressly forbid the Sinister Six from killing him, he might have very well died. Sure, Peter was stronger now, with help from his upgraded Iron Spider Armor MK2 and Viri's assistance, but that didn't really make the job any more predictable. This war Hammerhead had started with the Maggia and the Cops just emphasized the need for a Spider-Man no matter what happens.

But being Spider-Man came with loss, loss that could either drive one to be better.

Doctor Conners was one such loss.

Otto Octavius was another.

Or losses that made it hard to even get out of bed.

Aunt May was one such loss.

Uncle Ben was another.

He had to push Miles a little bit, and see if Miles was truly ready to be the one to inherit to the mantle of Spider-Man if Peter fell.

Viri squirmed in him at the thought, " _I will fight tooth and nail to never let that happen to you Peter. I swear that to you."_

Peter smiled at Viri's vehement refusal to let Peter die.

"Yeah, I put in some stealth takedowns and strategies into his training and since the whole Demon/bullet incident he's been working hard on it. I will be playing back-up in case it gets to be too much for him."

MJ was silent for a moment.

"Alright, thanks Peter. I am on a deadline." MJ replied gratefully as she hung up.

Peter sighed in slight worry over everything going on when his police cut-in switch buzzed, "Transporting a Hammerhead witness to a secure location with police escort."

Peter hummed as he changed course and began to swing towards where the transport would be happening, "I'd better make sure the witness gets to his safe house in one piece..."

* * *

Miles crawled through the opening at the top of the building and landed on a steel beam that spanned the building. He watched carefully as several Hammerhead goons and thugs milled around the building. Peter was giving him this job and he was determined to do well; he had been told by Peter that infiltration was risky in buildings like this because the goons could come out in droves if the alarm was raised and running wasn't quite so easy. He silently ran across the beam, his spider-balance keeping him perfectly upright as he made his way to where a lone was checking a crate that was clearly carrying sable weapons. Making sure the man wasn't in anyone line of sight, Miles snagged him with a web-line, yanked him up before he could even let out a shout of surprise, and clocked him across the jaw before suspending him in a cocoon of webbing.

He launched himself across the area before slamming into a thug- into unconsciousness - and then following up by tossing and webbing him to the ceiling. It helped that Miles could camouflage himself as the men nearby walked by him without being any the wiser. He wasn't going to be cocky about this though, he had already knew what could happen if he didn't play it safe and was determined never to make that mistake again. Miles - using his speed, agility, and strength - worked his way through about three quarters of the thugs when finally one of them realized there was someone picking them off one-by-one and flipped the alarm lever. Miles let out a sigh as several goons armed with sable tech stormed in and began to scan the area. He was so sure he might have been able to get them all before the alarm was sounded but it seemed that plan was scuppered.

"No point in letting them see me first..." Miles muttered as he let himself fall off a rafter he had been perched on and landing on a thug with a loud thump.

All of the men immediately honed in on the noise and saw Ricochet straighten from atop the unmoving thug.

"Hi, my name's Ricochet. I'm applying for the 'official ass-kicker' job, I think my interview consisted of knocking you all into next week?" Miles playfully quipped.

Peter would be proud.

Judging by the immediate whine of sable rifles and batons powering up, it was gonna take a while for his 'interview' to finish. He cartwheeled back as a thug swiped with his baton and flipped through a hail of red bolts as the rifle-armed thugs tried to kill him. But Miles hadn't been planning and training with Peter for nothing, he punted a thug across the room before using one of the most efficient tech combos he had seen Peter use.

Screwball had been nothing short of an annoying and insane maniac who thrived off the popularity of her streams (and her own weird form of narcissism from her popularity). And while Miles and Peter both hated the idea that she was catering to the criminal's (and somewhat stranger civilians') fascination of seeing Spider-Man square off against wanted convicts, Miles did watch some of her streams if only to see how Peter fought and try to make his own fighting style better. A prime example was when she had hacked into Peter's old suit to disable some of his tech and restrict him to use tech she allowed; she had (to the glee-turned-to-immediate-despair of aforementioned convicts about to fight him) forced him to think of new ways to vary his tech into devastating tricks to take down his opponents. His suspension matrix was already a huge pain for most villains - forcing them to hover in the air helplessly while Peter punched and pummeled them - but adding in his tripmine webbing? That was a impressive way to subdue a decent amount of opponents in quick succession.

The suspension matrix sprang to life and lifted several of the thugs of the ground - while they yelled in alarm - and into the air. While they flailed helplessly, Miles tagged four of them them with the tripmine webbing and grinned as they immediately slammed into the earth as the web pulled them to the ground with a loud thud. He didn't waste the remaining time of the suspension matrix's waning strength and launched himself into the air, lashing out with kicks and punches that sent the remaining thugs flying. The remaining thugs who had managed to either get clear or simply were lucky immediately looked much less confident at the sudden loss of their forces but would rather go to jail rather than run and be found to be a coward by Hammerhead (he wasn't about to leave any 'loose-ends' per se become a liability and squeal). They hefted their weapons and charged at the hero. Using

Miles ducked a baton before lashing out with a high-kick that sent the goon down skidding and twisted out of the way of a rocket-shield. His spider-sense buzzed and leapt into the air as a hail of bullets tore into the ground and followed him up the wall. Miles glared at the minigun-using thug doing his best to shred Miles into bits. Suddenly his gun hissed as the cool down kicked in and he let go of the handle with a pained wince. Miles didn't dither or hesitate and launched himself at the thugs with both feet extended; he smashed the thug into the ground hard enough to give him a decent concussion, but nothing life-threatening. He suddenly was sent flying as a goon with a shield successfully rocketed into him and knocked him away.

Miles flipped neatly in air and landed on a railing glaring at the smirking goon, wincing at the painful electricity cascading across his skin and messing with his suit's tech. He hopped down from the railing and instead of leaping at the goon, flung out another of Peter's inventions.

A Spider-Bro.

The goons laughed at the small unassuming robot.

The robot hovered for a second before launching a barrage of electric bolts at the surrounding thugs. The goons screamed and immediately began convulsing as the electricity was comparable to a high-charge taser and left them twitching. Miles casually covered the criminals in sheets of webbing and brushed his hands as though he had just finished a job well done.

Which was pretty much the truth.

Now for those files.

* * *

Peter watched as the cops began to move the witness to a different secure location as apparently there was a leak in the police force and they had let the maggia know when and where the witness was being moved.

Peter could easily believe it, Hammerhead knew way too much and was able to react to all of the cop's movements far too accurately for him not to have a insider. The problem was that he couldn't tell Yuri because she was still off and even if he did, he had no idea who it was. The police force couldn't afford to lose any manpower with this war happening right now. The NYPD were grasping at any recruitment drives they could hold and it made sense for a few mobsters to join while the police were so desperate. They were still reeling from the Devil's Breath - the inordinate number of cops killed by escaped convicts and those who fell to the sickness before Spider-Man was able to beat Otto - this long after events had spiraled out of control.

Peter scowled and swung through the streets as he made his way to the Auerbach Theatre, he just didn't have the time to speculate and wait around. If the maggia dons were held up in the Auerbach Theatre, Peter needed to be there in order to make sure Hammerhead didn't get to them. The way Vinny and Gino had been talking, it seemed that Hammerhead had a way to get around the location and get at the dons inside. As long as he could keep Hammerhead from getting the dons, the pressure on the cops would be lessened. Besides, he had told Yuri he would take care of it; he didn't want to let her down so soon after the incident at the Sanitarium.

His phone buzzed and Yuri began to talk, "Spider-Man, how's the hunt?"

"Good." Peter responded, "I've got a lead on the Dons. How are you?"

She let out an near inaudible sigh, "Tired. I just finished calling my men's families. It was... hard. Good. But hard."

Peter nodded to himself, "I'll take care of this Yuri. Don't worry."

The call ended.

* * *

Spider-Man landed on a lamppost nearby and observed the several maggia goons milling around the front of the entrance to the Auerbach Theatre.

"Well..." he mused, "It seems like the Dons are safe..."

Just then the ground rumbled as thought there was a small earthquake happening; a white machine that almost looked like a subway train compartment erupted from the ground. One of the maggia goons held out a hand - motioning for his friends to stay back - and approached the machine, drawing a hand gun and lifting it. Then the machine sides immediately lifted open and sable-tech wielding goons were inside, guns blazing the moment the doors to the transport opened. Several of the Don's goons immediately were cut down while the rest dived for cover and began to desperately returned fire.

Spider-Man watched in dismay as a war-zone unfolded in front of him, "Were safe..."

* * *

Deep in The Raft, Otto Octavius burned with hate and rage. He had been betrayed, left to rot in his worthless body that was slowly losing the ability to even move his fingers. Everyday, another fraction of control over his body was lost, another way for him to craft and carry out his revenge would be hindered. Peter - he who had given him a life; a job that was for the good of everyone - had ruined his plans and halted his revenge, Norman had roadblocked his achievements and accused him of being worthless! Now? Now he had nothing but a deteriorating health and what may equate to a coma except he would be awake and utterly helpless. Was this how he was to die? A broken shell and husk of a brilliant man, trapped and abandoned by his allies and friends?

No.

He wouldn't - he couldn't - accept that.

"I need a body..." He muttered, "I need a working and strong body..."


	8. Chapter 8

**Hey guys, back again with a new chapter to wet your whistles!**

 ***stares at what was just typed***

 **God, never gonna be cheerful like that again. I wrote it and it made me uncomfortable.**

 **Anyway, I am going to be referring to the mechanical legs that come from the Iron Spider Armor MK2 (if you pay attention to the smaller bits of my story then you know Peter tinkered with the Iron Spider Armor [like he did in the comics so that Tony couldn't catch him during the Civil War except instead of removing Tony's override - which he has already taken care of - he added some extra features]) as 'waldoes' as that's what they literally are; its a lot les complicated and wordy than 'mechanical spider arms'. Also 'Thugs' and 'Goons' are going to be different enemies in this fic. 'Thugs' are the heavy enemy variants, while 'Goons' are the standard enemy variants. Generally, I will try to stick to this reference but I just decided this so bear with some mistakes.**

 **Another thing, people have inquired why I haven't been using Viri even though it is The 'Symbiotic' Spider-Man.**

 **Well...**

 **Peter hasn't had the express need to use Viri and therefore is doing fine with just the passive boosts from the symbiote and the Iron Spider MK2 suit helping him fight. He will definitely use Viri in full, just give it time - you all know how it is - patience is a virtue. As Flash said about the black suit in the comics, "Or it could die too. Then where will you be? You need this edge."**

 **Plus, I do have some barebones idea of something resembling a plan.**

 **Another concern, Peter's identity is a secret even from the Avengers despite the whole Iron Spider MK 2.**

 **All credit to respective owners!**

 **-Y.A.R.N.**

* * *

Peter dove into the fray, dodging red sable bullets and grenades as he lashed out with his fists, legs, and waldoes in his own unique style. He was hoping that he would be able to stop this madness before it went too far, stop Hammerhead's increasing power and influence. If Hammerhead got his hands on the Maggia dons, he would kill them and gain control of practically all the remaining gangs practically uncontested. Armed with sable tech, the goons would be able to take over the city just as easily as Sable had, maybe even more so as Sable managed to at least keep some of those under her employment on the straight and narrow. The Maggia — especially under Hammerhead's leadership — would be given practically carte blanche to do whatever was 'needed' to gain control, and that would become a disaster.

The police wouldn't even have a prayer of taking on an sable-tech-enhanced mob with whatever weapons they had.

Peter decided — that during the current situation — that he really shouldn't worry too much about holding back as much he usually did and let all four of his mechanical arms erupt from his back as they all intercepted sable blasts. They stabbed into the earth and began to raise him up as he used a posed similar to Dr. Octavius in their last fight as he was raised into the air.

The dumbfounded and utterly horrified looks from the Maggia goons as Spider-Man suddenly grew what seemed to be spider legs from his back that seemed to be carrying him was hilarious. It reminded them of a certain villain who had nearly caused the city to collapse and be destroyed while releasing a deadly disease. While Peter wasn't exactly thrilled with the pose himself — as he was the one who was fighting said villain and dealing with finding the antiserum — he would be the first to admit that it was intimidating. And intimidation itself could be a very useful tool — much like his amazing sense of humor — it could throw his enemies off.

Peter launched himself into the middle of the group, waldoes stabbing into the ground around him and swiping through the air as he punched and kicked. His spider-sense blared as Viri enhanced it and he could feel the two grenades sailing through the air at him; he leapt and kicked out, punting them right back to their senders. Explosions rocked the area in front of the Auerbach Theatre as more tunneling machines burst out of the earth and deployed more maggia. Peter scowled under his mask and began to knock the various thugs out with sharp punches and kicks that sent them down skidding over the floor and knocking them out instantly, he needed to get inside and make sure the Dons were safe.

"I actually have to protect Mob bosses from other criminals." He muttered as he webbed a goon the floor in a sheet of webbing, "Talk about irony, right Viri?"

' _I won't deny the idea is somewhat amusing.'_ Viri replied,' _It is a necessary evil though, the mob boss Hammerhead cannot be allowed to kill the Dons.'_

"Agreed!" Peter growled as lifted a machine-gun wielding goon into the air and slammed him into the earth, knocking him out.

His spider-sense blared in his head and he ducked away from a hail of gunfire from above; Peter clicked his tongue in annoyance as he saw snipers had climbed to the top of the theatre and were trying to shoot him. He leapt into the air and his eyes widened as he heard beeping from a nearby case as well as two separate and softer beeping noises from other parts of the roof.

"Explosives?" He grumbled, "Overkill much fellas?"

" _They are mob members attempting a hostile takeover of the entire criminal underworld of New York. I do not believe anything would be overkill in their desperation."_ Viri commented.

Peter's waldeos caught a thug's charge and stopped it cold before they promptly pitched him into the wall hard enough to knock him out. The remaining maggia grunts abruptly realized they may have been a bit out of their weight class — as if their frequent and previous beatdowns when Spider-Man was still a new hero on the block hadn't made that explicitly clear — and began to hesitate. Peter took advantage of their hesitation and began to dash around the roof, knocking out the goons and webbing the cases before pitching them into the air to detonate harmlessly.

"And yes folks," Spider-Man narrated in a grandiose voice as the last of the bombs exploded in the air, "It's a TRIPLE PLAY! The crowd goes wild!"

Viri — much to Peter's amusement — added on, if in a bit of a deadpan voice, ' _Spidey. Spidey. Spidey. Woot.'_

"Well now that that has been taken care of," Peter huffed as his waldoes once again folded back into his suit, "Time to check on the Dons, they should be safe now."

Peter web-zipped to a vent opening on a wall and immediately crawled through the airways, hoping to see the Dons relatively unharmed.

"Guys," Peter began, pushing open a vent that led to the inside of the theatre, "We really need to rethink your security set..."

He trailed off as he realized there was a massive hole in the ground and a chandelier that had been knocked loose crashed into the gaping hole right as he saw the scene.

"...up." He finished lamely, "Right. Because of the digging tank things. Obviously."

* * *

Miles watched in satisfaction as the second bases of the Maggia was swarmed by the police and several of the web-covered thugs were being loaded into a swat truck for incarceration. He had already sent MJ the documents and she had thanked him after she figured out that the information was encrypted and she would need more info and time to break it. She had mentioned telling Peter about what she had found so far, and he seemed pleased. Miles checked for the other locations of the Bases and decided to check in on Peter while he swung over. His call rang for a few moments before Peter picked up.

"Ricochet? Is something wrong?" He asked, voice worried, "Are you in trouble?"

"No, Im fine." Miles assured him hurriedly, "I was wondering if you needed anything. I think I've been making pretty decent progress while cleaning out the Hammerhead fronts and just was wondering if you need me to assist on anything."

Peter was quiet and Miles began to feel worried.

"Coach?" Miles prodded.

"The situation's gotten way worse." Peter replied grimly.

Miles heart began to pound in his chest, "What?! What do you mean?"

"Hammerhead got his hands on the Dons." Peter growled, "Sable had these ground-tunneling-tank-things and while several of them led an attack on the outside. One got inside while I was taking out the forces outside and got rid of some bombs that the rest of the maggia planted. It was just a setup to keep me occupied. I fell for it, hook, line, and sinker; I lost the Dons and now Hammerhead got all of them in his hands."

Miles landed on a chimney, "What can I do to help? Do you need me to play back-up and stick close-by?"

"For now?" Peter replied, "Keep on the bases, you take those down, it might put some strain on Hammerhead's sable tech acquisitions if you can keep the bases from distributing to the maggia. Don't be reckless, but hurry, I want you to play back up just in case. If things get much worse..."

Miles leapt off the antenna and began to sling through the streets with more urgency than before, "Right, don't worry. I'll finish them up fast and make sure Mary Jane will tell you what she has when she's got everything! Then we can put a stop to this together."

"Thanks." Peter sighed, "I appreciate this Ricochet."

"No problem coach." Miles replied as he upped his speed and landed on the roof of third base and cracked his knuckles, "I am doing what I can to help keep the people safe."

"If I get some time when Yuri doesn't need me," Peter said, "I'll meet up on the last base. We'll take it together and clear it out fast. Then you can help me take on Hammerhead more personally. Sound good?"

'Seriously?" Miles almost cheered, "Awesome! Don't worry if you can't make it though, I've already cleared two of them out and the third is about to get taken care of. I can handle it if other stuff is going on."

Peter chuckle was a bit forced, "Right, well. I need to call Yuri, okay? Ill talk to you later, alright Miles?"

"Sounds good Peter!" Miles replied.

* * *

The inside of this base was definitely more fancy than most of the other fronts that Hammerhead had been using. Drink bar and performance stage aside, it was given some of the more uncommon and expensive creature comforts. Miles grimaced at the lack of multiple upper beams he was used to traversing when it came to silently taking out goons. He supposed it made sense, this place was designed with style in mind, probably for the upper crust of the criminal underworld. It had to look good, and while upper beams didn't matter in warehouses, they probably wouldn't add much to a party joint. Well, he could always just use the ceiling and walls themselves provided he stayed high up enough and out of the way.

Miles shrugged, he was a hero, and he had to make do with whatever he got.

Some of the thugs were lounging around the drink bar, talking while enjoying a glass of whatever alcoholic beverage they chose. But they were too tightly packed and near each other for Miles if he tried to be sneaky; if one vanished, it would only alert everyone that something was wrong. With a sigh, Miles leapt up to crawl upside down on the ceiling over to a lone thug loitering by the entrance. He fired a web that covered the goons face and chest before he yanked the goon up to the ceiling and punched him out cold. After locking him to the side of the building with webbing, Miles prowled around the edges of the building, webbing up a few more thugs when he was sure no one would see them.

"Hey have any of you seen Jay?" One of the maggia said, "He said he join us in a minute."

Miles let out a sigh — no doubt if they looked for Jay and didn't find him, they'd probably know something was up — and quickly darted to the ceiling before dropping down. If Miles was being honest, it was something of a minor miracle that most of the criminals who patrolled the buildings neglected to actually look up when it came to base defense. Spider-Man — and now him by proxy — always had a habit of webbing his victims to the ceiling or on the walls high up; maybe they just didn't expect to be found. He landed on the drinking bar's counter and webbed the bartender and flinging him into the maggia who had spoken.

"Sorry," Miles quipped as he somersaulted over the counter to deliver a venom-enhanced palm thrust into a thug's chest, "He said it was a shame he'd leave you guys hanging!"

The thug crashed into one of the table which crumbled beneath him and several goons cursed as they rushed Miles. Miles ducked under a punch and cartwheeled back, his foot catching the goon in the chin and gaining some distance. He webbed two chairs and spun, using the chairs like a wrecking ball to smash into the some of the goons. More goons armed with sable weaponry kicked the doors open and poured into the room. Miles spun and lashed out with a fist, knocking down one goon before whirling and slamming an axe-kick into another. Weaving through a hail of bullets, Miles caught an incoming fist and swung the goon into one of his baton-wielding-fellows before launching himself into the air and landing on a higher floor.

Miles grumbled, "I need to keep moving or they'll surround me... Maybe I should try a new web combo..."

He threw a web grenade at an oncoming group of goons armed with sable guns, jetpacks, and shields.

"Grenade!" One screamed as he made to throw himself away.

The web-grenade erupted into an explosion of webbing that covered the goons, who immediately began to try to struggle out of the webs. Miles aimed at them and unleashed a concussive blast, knocking them away and trapping them against the wall.

Miles sighed in relief, jetpack goons were always so annoying to deal with so it was a good thing that he managed to get a few of them before the fight really got going.

Miles spider-sense blared and he rolled away as a crackling red whip of energy slashed at the place he had just been standing. Miles scowled as he remembered the incident with the hex-chain when he had rushed the demons with no concrete plan in mind other than 'attack'. He twisted up and over another whip-slash before he fired a gout of webbing. The goon slashed the webbing into shreds but wasn't fast enough to intercept Miles flipping over him while grabbing him by the shoulders before launching him into the wall. A thug ran over and lashed out with a heavy haymaker right at Miles' face.

"Too slow!" Miles taunted as he jumped over the goon while fastening his arms to his body with a blast of webbing.

He landed behind him and sent him skidding with a double kick just as he heard the sound of a mini-gun whine into motion. He didn't stop to look around and let his spider sense guide him as he sprinted to the side as the bullets ripped through the ground beneath and behind him. When he heard the hiss of the gun overheating and the thug's pained grunt, he twisted and fired a web-line into the thugs chest and yanked himself forward. He concentrated his venom into his fist and lashed out a venom-enhanced uppercut directly into the thug's jaw.

The thug crashed onto his back groaning in pain and Miles twisted through a barrage of bullets fried from goon's handgun. With a quick application of impact webbing, Miles blasted the goon and fastened him to the wall.

He surveyed his handiwork as he brushed his hands, "Well, that take cares of that."

He walked over to doors that seemed to lead to the back when they burst open and Miles was almost smashed in the face with an energy shield. He leapt away from the shield bash at the last second and landed as the goon brandished his shield.

Miles smirked, "Only one left? Piece of cake."

* * *

Peter didnt want to call Yuri, but she had to know that he had failed to keep the Dons safe. She had that much of a right after he had promised that he would take care of the whole Don issue.

"He got away with the Dons." Peter mumbled into his hands-free phone.

"What? Are you serious?" Yuri demanded.

"The sable tech he's been stealing," Peter explained, "She had more in her arsenal than I thought."

"You told me you would take care of this! Yuri accused angrily, "You told me not to worry!"

"I know, I know!" Peter yelped hastily, "I messed up, I'm sorry!"

"No more time off." Yuri muttered, "No more breaks. I'm on this now! I'll call you when I have a plan."

She hung up.

Peter landed on the edge of a building, "Great job, Pete. Outstanding."

" _You will stop them Peter,"_ Viri assured, " _They won't get away with what they have done."_

'I hope you're right Viri. Peter replied as he launched himself off the edge of the building into the streets, 'Because I really don't want to imagine what'll happen if you're wrong.'


	9. Chapter 9

**All credit to respective owners.**

 **Special Thanks to 'Vanitas50 or Shadow25'.**

 **And yes.**

 **I failed to find a suitable name!**

 ***sob***

 **Ricochet was never meant to be permanent, so I dabbled and planned and thought and searched everywhere I could before I finally conceded to use Kid Arachnid as Miles' new super-hero name. Arachnus was a close second and perhaps future counterpart, but not now.**

 **Not yet...**

 **-Y.A.R.N.**

* * *

Peter webbed a final thug trying to blindside him to the side of a building when his hands-free cell buzzed and he answered, "Hello?"

"Hey Pete." MJ replied, "So about Yuri... apparently from what Miles gathered and sent to me, it looks like the Maggia were looking at her and investigating her participation in the police." Peter frowned and launched himself into the skies before web-swinging away, "Yuri? What would they want with her?"

"No idea." MJ replied, "I am still breaking into the encrypted files that Miles sent me, I just need the last piece and that should be everything I need to see the whole picture. She might be a target or something if they were looking into her."

Peter's mouth twisted into a grim line, "She already has way too much on her plate, I won't let her down again."

"I know you won't." MJ assured.

"Talk to you soon." Peter said.

"you too." Mj said softly.

She hung up and Peter sighed gustily as he landed on the edge of a building, "Yuri... Please don't worry me any more than I already have to..."

His hands-free buzzed and he answered, "Hello?"

"Hey coach," Miles greeted, "Are you gonna join me at the last base?"

Peter nodded despite the fact Miles couldn't see him, "Yeah, give me a minute and I'll be there."

He twisted in the air around a fire-escape and swung toward the last base.

* * *

"Another auto chop-shop." Peter muttered, "How very typical. You would think that just once — just once! — they might try something new, but chop shop it is. Like Tombstone all over again except less grave dust and more suit vests and rolled up sleeves."

Miles snickered at his mentor's overdramatized irritation, "You really missed out at the last base, they had this really fancy place for the rich and pricey! Anyway, ready coach?"

Peter chuckled and cracked a grin under his mask, "Always."

They both began to move from where they were perched, crawling along the ceiling and webbing up the various milling thugs before the maggia before they even had the chance to cry out. Soon the room was cleared and Peter and Miles landed in the middle of the warehouse; an alarm began to blare throughout the warehouse as maggia goons and thugs began to run out through the area.

"What?" Miles growled as he shifted into his ready stance, "I thought we got them all; none of the other guys here raised an alarm before we got them!"

"We did get them but I should have guessed and told you it wouldn't change much." Peter replied grimly as he got into his stance and eyed the surrounding thugs, "They most definitely had radio check-in times, when they didn't get the check-in a minute or two after their planned time, they must have guessed that something had gone down and triggered the alarm!"

The goons armed with pipes and batons rushed forward and Miles and Peter leapt into action at the same time. Miles dodged a swipe of a pipe before spinning and burying his foot into the goon's gut. Peter vaulted over the crumpling goon and landed feet first on the goon wielding a baton and tryin to blindside Miles, smashing him into the floor. Miles and Peter both fired off a blast of impact webbing that pinned two goons to the wall. A thug came in swinging and they cartwheeled and rolled out of the way into another group of goons trying to circle them. Peter's cartwheel ended with him kicking a Sable rifle away from Miles' back before clocking the goon across the jaw. Miles rose to land a devastating uppercut into a handgun-wielding goon that knocked him out cold. Miles lashed out with his fists and venom-blasts while Peter used his suit's temperature settings to deliver searing blows from his hands. With Peter's new tech and Miles' advanced powers, the spiders both began to make quick work of the rest of the maggia forces in the warehouse.

Miles huffed as he threw a goon to the floor before kicking him into unconsciousness, "Seems kinda pointless to be quiet about it if they still know when you just cleared the room."

Peter uppercutted a thug into the air before tagging with trip-mine webbing which trapped him to the floor, "Any edge you can get when you fight — like reducing their numbers by even a few grunts — helps and you can't ever be too careful."

They both leapt out of the way of a hail of mini-gun bullets and replied with a double shot of electric webbing. The thug spasmed and twitched as the electricity coursed through him and he collapsed into a smoking heap.

"Done?" Miles queried.

"Done." Peter replied in a satisfied tone.

* * *

Peter emotions shifted from triumphant and proud to shocked to defeated and guilty as MJ finally broke into the encrypted files that maggia had. As it turned out, both Yuri's father and grandfather had been dirty with the Maggia; which explained why Yuri was so driven whenever it came to taking down the Maggia. Making up for mistakes was something Peter understood all too well but the amount of responsibility and burden Yuri was carrying could very well break her. The incident at the asylum was already bad enough of a blow to Yuri's self-esteem and her composure, Peter's earlier failure had on compounded on it. Yuri had always cared about her men, but current events were blows — especially ones Hammerhead (of all the people it could have been) had dealt — that definitely hit her where it hurt. She probably had to prove herself several times over in the police force as people kept trying to prove of find out if it'd be a 'Watanabe Family Tradition' to be in bed with the Maggia.

And even though MJ was working on a piece of Maggia fronts, she had to pitch this and possibly air Yuri's private (and shameful) issues and affairs to the whole city. Peter understood, he had been a photographer for the Bugle and knew that circulation was important, but that didn't mean he had to like it. Still, he never hated himself more for actually finding the hidden files and wishing that they weren't mentioning Yuri.

"Well..." Miles tried to help his mentor see any positive, "At least we managed to get a lot of the Sable Tech that Hammerhead had managed to get his hands on after Sable International vacated the city and the hidden files might lead us to more stockpiles later on."

"There is that..." Peter sighed as shook his head.

His headset beeped and he lifted a hand to answer the call, "Yuri?"

"We've got a convoy of trucks heading to different precincts so that the Maggia won't be able to get all the tech if they manage to get inside the precincts." Yuri said succinctly, "We need to you guard each convoy so that the maggia won't take them as they are moving to he precincts."

"Im on it." Peter assured, "I've got Ricochet with me, we'll both be guarding a convoy each, try to keep them safe."

Yuri hung up without another word and Peter's worry deepened as he and Miles both made their way to the precinct, "Yuri..."

Desperate to change the topic and focus of his mentor's opinion, Miles threw out a question, "So I wanted to know if I could change my name to something else, more spider-related than just Ricochet."

"Why?" Peter inquired, "Is it bothering you?"

"A bit." Miles admitted, "I mean I have powers that were given to me by a spider, everyone sees the spider insignia on my chest, and it kinda obvious that your my mentor and teaching me how to be a better hero. I mean, Ricochet isn't a bad name, but it doesn't exactly match the image..."

"I suppose and I don't think you would like to be called Spider Junior..." Peter mused teasingly. "No!" Miles protested, "I get enough of the whole junior thing from the guys I beat up!"

Peter hummed, "Let me think, how about...Arachnus?"

Miles tilted his head in consideration and replied, "How about we shelve that one for when I am a legal adult and use... Kid Arachnid? I mean, I am still young, got plenty of growing to do right?"

Peter let out a laugh as they got closer to the precinct, "Alright, it'll do Kid Arachnid."

* * *

Peter swung off after convoy and Miles moved to watch another as they covered them from the skies.

"Watch out for the digging-tank things," Peter cautioned over his link to Miles, "They can pop up anywhere and are filled with plenty of Maggia to pummel."

Miles swung after one of the trucks and landed on the edge of a rooftop, "Got it. So anything else you want me to know about?"

Peter shook his head despite the fact that Miles couldn't see it, "That's the most important thing I can think of, if something goes down, let me know."

The first few minutes were the most peaceful as the convoy left the precinct, but that wasn't to last. As soon as the convoy was halfway through the park, the road in front and behind the convoy exploded as four digging machines erupted from the earth. Miles didn't dither and launched himself into the fray, punching one goon in the face before lifting him and tossing him at a thug nearby. The two went down in a heap as Miles spun on his heel and lashed out with a spinning kick to a charging goon's jaw. He flipped out of the way of a hail of bullets as the other maggia forces opened fire on him.

* * *

Miles Warren stared at the new reporting the Maggia attacks on the police convoy, arms crossed and expression surly as he sat in a chair, "We should strike while the Spiders are distracted, why are we waiting to exact our revenge?"

"Your revenge, Warren." Calvin Zabo said absentmindedly, as he fiddled with a machine he was trying to calibrate, "I don't share your hatred for Osborn, Spider-Men, or any of the other criminals incarcerated; the Devil's Breath incident was occurring while I was out of town and even then, I had lost nothing. I only aided you since I am simply interested in what will happen during your attack, and while Mr. Hyde would so very much like to play, he doesn't desire needless conflict to get in the way of our time and research. Besides you never allowed me to make sure the mutagen you acquired was fully stable to be combined with your splicing test, your body hasn't shown any adverse affects yet, but I am curious as to whether your body simply has yet to react."

Warren rounded on Calvin Zabo, hands instantly growing into sharp talons, "Is that why you supplied me with locations of the Osborn Labs? To test the prototype mutagen's affect on me? I am no one's lab experiment! "

Zabo felt a prickle of sweat bead on his neck and forehead while he subtly reached for the vial that would transform him into Mr. Hyde in his pocket, "Come now, Warren. You wanted to carry out your revenge and I simply aided you, you never would have been able to get the mutagen to even a half-feasible stage at all if I hadn't assisted you. This is hardly the way to show your gratitude."

Warren scowled at his accomplice before settling back into his seat, grumbling audibly at Zabo as he went back to watching the coverage of the battle. Zabo swallowed hard and withdrew his hand from his pocket, tension ebbing away from his frame. Hyde was monstrously strong but Warren was no pushover himself and the last thing he needed was for Warren to attack him in his lab, the damage could be catastrophic and expose them as criminals to watch out for. He had noticed an effect of the mutagen that Warren had stolen from Oscorp, and it was obvious. Warren was beginning to become too aggressive and near homicidal when there was even the slightest hint of provocation. Whatever the mutagen had done to his body, his mind was what Zabo realized was the most affected; Warren's self-control was rapidly decaying and the man hadn't even noticed. The mutagen was never properly tested and only now was it beginning to show side-effects. Warren was running out of time before he lost all his sanity. It may have had to do with him mixing the mutagen to the arachnid DNA or some random genetic defect from Warren's DNA but it was fascinating.

* * *

Peter swung after the truck carrying the Sable weaponry as the Maggia goons threw taunts and jeers at him. He ducked away from a rocket to firing a web-line that caught the top of the fleeing truck. With a quick yank, Spider-Man landed on the top of the truck and crawled to the sides of the truck to throw out the goons that were inside. With a quick twist and leap Peter landed in front of the speeding truck and planted his feet firmly against the ground and slammed his palms into the grill of the vehicle, forcing it to come to a stop as the tries squealed and metal crumpled under his hands. His waldoes shot out of his back and two stabbed into the earth as two braced themselves against the vehicle. The driver's head smacked against the glass — cracking it with a spiderweb of jagged lines — He let out a short pant of air as he straightened and surveyed the now stopped vehicle. He leapt to the front of the window and pressed his fingers against the man's jugular, feeling the pulse of blood still pumping through the veins from the unconscious goon. A quick web cocoon to the drivers seat and Spider-Man leapt on top of the truck.

"Good..." He sighed before calling Yuri, "Yuri? I just stopped the trucks and—"

"Get back here NOW!" Yuri's voice shouted into the phone.

"Yuri?" Spider-Man panicked, "YURI!"

Viri immediately shifted to crawl over Peter's usual suit and Spider-Man launched into the air hard enough to crack the ground as he blitzed over the the police precinct. Yuri's frantic calls to the emergency services and pain-filled voice caused Peter's worry to skyrocket.

Yuri cared for those under her command.

And judging by the sheer horror in her voice?

Something hit them hard.

* * *

Peter's hatred for Hammerhead burned like Molten-Man's flames twisting through his heart as he saw the result of his negligence. The police precinct was in horrible shape and it didn't help that paramedics were swarming the area and several bodies were already covered in sheets. Miles had swung over as fast as he could and froze when he saw the state of the precinct as Peter's symbiote suit receded back into his body. He looked to Peter only to see Peter's clenched fists and tense frame. Yuri was crouched over a bloodied officer and was directing medics to take over before the man bled out. She surveyed the scene with guilt and helpless agony in her features before she schooled her features into a cold mask. Peter internally flinched at the unforgiving fury that was now burning in her eyes.

"I'm sorry Yuri," Peter sighed, "I should've been here."

"He knew exactly what he was doing." Yuri spat angrily.

She stalked over to a dead Maggia goon and planted a foot in the body's ribs to kick it off the sable rifle it had under it. Miles gasped and Peter's heart lurched to shoot into his throat as his stomach flipped uncomfortably at Yuri's casual disregard for the body. Viri squirmed in agitation as it sensed Peter's distress.

'Oh no.' Peter mentally begged, 'Not her. Don't let vengeance consume her...'

"He won't get away with this Yuri." Peter said, hoping to draw Yuri out of the vengeance that was swallowing her up.

"I know." Yuri replied shortly, turning on her heel to march toward a cop car.

"Where are you going?" Peter almost-shouted as he jogged towards her.

"To teach a lesson in fear." Yuri snarled as she pulled on the handle of the car.

Peter placed a hand on the window, stopping the door from opening too far. Yuri furious glare snapped to him and Peter forced himself not to quail.

"Woah. Deep breaths." He said, trying to calm Yuri down.

"You can either get out of my way," Yuri threatened, "Or I can arrest you."

Peter raised his hands in surrender and watched as Yuri clambered into the car and drove off at high speeds. Miles quietly stepped forward to stand next to his mentor.

"P-er, Spider-Man..." He began, "What should do now? They have the sable tech and Miss Watanabe..."

"I don't know kid." Peter replied, "This can't be any good."

* * *

With all things as hectic as they were Peter barely had time to swing to Horizon Labs and log in to the check-in system. He knew that time was of the essence but he had to log SOME hours in and was already working on the side for a new suit that he was creating for Miles in case of an emergency and a new impact resistant helmet for a work objective. Frankly, while his work life was far more stable than his super-hero life (which was a rather ironic shift of his usual situation), he needed to show he was serious about this new job and was researching a new energy source he had recently been looking into. Even so Peter had his earpiece hack into police frequencies while Miles decided to patrol the city for any smaller crimes that may have been going on thanks to the Maggia. Peter also hurried to make a new batch of webbing that he had created and was intending for use on the streets as a way to stop some of the stronger villains he had faced.

Something that was not his Spider-Sense gave him the feeling that he would need it.

All in all, today had been a disaster and the heroes were running out of time to reign in the chaos in the streets.


	10. Chapter 10

**Finally another chapter done! Took longer than I'd have like but whatever!**

 **Is it bad that I only really get inspired when it presents the opportunity to slack a bit at my job?**

 **Meh, questions for another time.**

 **All credit to respective owners.**

 **Reviews (polite constructive criticisms please) are loved!**

 **-Y.A.R.N.**

* * *

Peter mindlessly tinkered on one of his newest projects until his radio began to report of shots fired at the Bar with No Name and how they had no one in the general vicinity due to most of the police spread thin to confront the various Maggia crimes. Miles had gone home as it was getting late but promised he would be ready to help if Peter needed him later, and as tempted as Peter was to get his help, Miles had other responsibilities than being Kid Arachnid. Peter got up and quickly logged out of his systems before running out of Horizon Labs and donning his Iron Spider Suit in a nearby alleyway and web-swinging off into the city. He knew that any shootout at the Bar with No Name was going to be a long and bloody battle, that was supposed to be a sort of neutral ground for all the gangs in town and no gang member with any sense would've jeopardized that.

Peter snorted under his mask, "Some small honor among the lower crust of NYC..."

' _I do believe that honor is one thing that they try to keep up...'_ _Viri noted,_ ' _Otherwise gang wars would be launched every other street. Hammerhead seeks to destroy the status quo and take complete control."_

Within a few minutes he landed outside the door only to see it had been blasted off of its hinges and had fallen in. The two guards that were station outside were motionless in a pool of blood.

"This is...brutal." Peter muttered, a pit forming in his stomach at the thought of who could have done this.

He carefully walked in and gaped at the general carnage of the scene that was presented as he made his way into the bar area.

"Yuri... please tell me you didn't..." Peter trailed off in horror.

" _If not her, who else would?" Viri said sadly, "You said it yourself, no gang members would dare attack in the neutral ground that was established here..."_

It was a massacre.

Multiple goons and thugs were strewn around the bar in pools of blood or slumped against the broken remains of the tables, chairs, or bar. Some of the various maggia that had been killed were shot, others were quite literally beaten to death. Some of the bodies had been broken before being shot execution-style. Peter looked around when he heard the whirr of mechanical moving and saw his spider-bot quickly crawl out of the corner of the room towards him. Peter blinked in surprised and walked towards it while holding out a hand to retrieve his robot.

"Hey little guy." Peter said as he crouched down and the spider bot crawled onto his open palm, "Surprised to see that you're still in one piece and survived all this..."

The robot made a small whir.

He deactivated the bot and looked around, "I know that Yuri is furious but this..? This is unlike anything I have ever seen her do..."

' _Her reaction is understandable.'_ _Viri pointed out,_ ' _You know what she has had to overcome to get to where she is, Hammerhead brought all of her shame and rage back to the surface and pour salt on the wound. She won't stop until he is dead.'_

"Viri." Peter sighed, "That is EXACTLY what I don't want to happen."

He then heard a phone ring and saw it laying next to a dead goon slumped over the bar counter.

* * *

'The Show' was going to be happening this evening and frankly Peter had no clue exactly where it was and what that entailed.

Which wasn't good at all.

Sure he could guess that it involved the other Dons and probably killing them, but implying the whole show bit meant that it wasn't going to be a very private affair. The problem was that Peter couldn't afford to wait around for the show to start, he had to head it off and stop the madness. He had gotten the barest of leads to follow as he swung over to the hospital and calibrated his mask to hone in on any cell calls from the maggia that were wandering the building. After hearing about the group of maggia that were in waiting in the docks, Peter swung off to gather as much intel as he could.

* * *

Peter's grimace hadn't left his face as he swung away from the docks and towards the construction site where Hammerhead was. If anything, his fury only burned hotter as he thought of all the consequences of Hammerhead's actions and how they affected the city and the people he cared about. It was pure luck that Vinny's call managed to give him a trail to follow after he managed to hack into the Maggia's calls, and stopping the maggia at the docks before leaving an anonymous tip to the cops was all well and good.

But it wasn't enough.

This had to stop.

It was time to end this.

Peter's first concern was the fact that Yuri was spiraling, and it was safe to say it wasn't a good spiral. When she said she was going to teach a lesson in fear, Peter knew things were already bad, this was WAY worse. Yuri had effectively declared war on the Maggia with her attack on The Bar With No Name, their supply warehouses, and sent a clear message to the head the people who she had killed in the attack.

She was coming for Hammerhead and was going to kill him if Peter didn't reach him first.

If the show started broadcasting and Yuri was paying any attention — which she was going far past 'paying attention to' and steering heavily into 'unhealthily obsessed with' — she was going to blitz over to the location as soon as possible.

" _Don't worry Peter." Viri said, "You can stop him, you can save Yuri before her anger and hatred for Hammerhead overtakes her."_

Peter had been in that bad place revenge shoved you in, he wanted nothing more than to kill Uncle Ben's killer, he wanted to kill Otto, he had wanted to kill so many people who had caused unimaginable pain. He wanted to kill so many people when he was trying to keep the Sinister Six from killing untold numbers of people. He wanted to viciously slaughter and/or maim Vulture, Electro, Scorpion, Rhino, Martin Li, and Otto. He considered hanging up the shooters for good — a long moment of despair and doubt in himself — as he attended Aunt May's funeral and held himself back from crying. Revenge and vengeance were whirlpools that could drag even the best of people under and leave them forever changed.

And from Peter's experience, they usually didn't come out for the better.

Peter would do everything he could to stop that from happening to Yuri.

Peter tilted his head as his hands-free buzzed, "Hello?"

"Hey coach." Miles greeted over the line, "What's going on? My police cut in switch is going crazy about Hammerhead's forces being gathered at a construction site!"

Peter scowled, "Hammerhead's endgame, and it's one I intend to win."

There was a sound of shuffling and rustling as Miles began to gather up his suit and struggled to put it on, "I'll be there soon! Just wait up!"

Peter continued to swing and shook his head despite the fact Miles couldn't see him, "Can't stop yet, no time. Just join up when you get here."

Miles cursed as he apparently tripped over something while suiting up but agreed with a short, "Fine."

Peter landed in the construction site in time to see the Dons in a pit with bags over their heads and tied up, "The dons..."

"Look, who it is." A voice drawled from above, "The bug. Just in time for the broadcast."

Peter looked up to see Hammerhead at the top of the construction site and looking down on him with a smirk.

"Broadcast?" Peter wondered.

"Good evening New York!" Hammerhead called, "Welcome to tonight's entertainment, the changing of the guard!"

He made a spinning motion with his finger and one of the goons who was standing next to a cement truck shoved the handle on the machine down. Liquid cement began to pour out of the back of the truck and down a chute that poured the cement into the pit where the dons were standing. They began to panic as the cold cement began to fill up the pit and washed over their shoes.

"Remember when 'Honor' and 'Loyalty' weren't just words?" Hammerhead continued, "When the Maggia were feared and respected? Tonight? The good old days are coming back!"

The other Dons began to scream for help as the cement rose and lapped at their ankles.

"Wish I could join the festivities." Hammerhead mock-complained, "Sit tight. I'll be seeing you all real soon."

Peter didn't have the opportunity to spend time going after Hammerhead right now, the Dons were going to die if he didn't intervene. He fired a web-line and yanked a goon off the mixer's switch before pulling the switch up with another web-line and vaulting out of the way of gunfire. Peter leapt at the goons and began knocking them down with several devastating blows courtesy of his hand-to-hand martial arts. The various maggia men were quickly being taken down and were trying desperately to kill the hero as he evaded their gunfire and weapons pilfered from the leftover Sable tech. He moved from place to place, his form more chaotic and mobile than usual as he fought to keep the mixer clear while taking out gunman or other maggia that were spread out along the site.

"Have to keep the goons off the switch or the Dons are done for..." Peter muttered as he landed in front of a thug and slammed a fist into his gut with a heated fist and then spinning on his heel to kick him in the temple.

His waldoes extended as he bashed and swept the various thugs and goons away from the mixer's lever while curling to intercept bullets and stun batons. He twisted out of the way of an energy whip and groaned as another digging tank thing erupted from the ground nearby. He wished Miles would hurry up, things would be infinitely easier if he were here to help; while a part of him just wanted to release his symbiotic suit and use that, he had a feeling that he should try to keep that ace hidden as long as possible. People had already guessed his 'Iron Spider' suit had more than a few new tricks, the symbiotic suit was a unknown — to his enemies — that boosted him beyond the tech he had applied to his Iron suit; if he pulled out his biggest guns all the time, people might figure out Viri's weaknesses and he didn't want that.

"Hey," Spider-Man inquired as he lifted a goon and flung him at another goon that was getting to close to the lever of the mixer, "you mind if I call those things digboys?"

"What did you call them?" One goon yelled.

"Digboys?" Spider-Man replied as he slid under a goon's legs and kicked him in the back.

"What the hell is wrong with you?" The goon shouted.

"I don't know man!" Spider-Man cried exasperatedly as he clocked another goon in the face while his leg smashed into another goon's chin, "You try to find a name for them!"

"How about your death?" The goon taunted.

"Figures..." Spider-Man huffed.

" _Peter!" Viri warned, "The mixer!"_

Peter internally cursed as his symbiotic spider-sense sharpened on the goons that had been keeping out of the fight; one of the goons had gotten too close and kicked the mixer's lever down, breaking off the handle for goon measure. The mixer sparked and jolted as the lever snapped off and cement to once again pour down the chute and into the pit where the dons were standing.

"No no no!" Peter shouted as he web-zipped over to the goon and punched him before he mentally growled, 'The mixer shorted out, it can't be shut off!'

Spider-Man aimed his wrists at the mixer and began to rapid-fire webbing at the back of the cement mixer. Viri decided to aid as much as it could and squirmed out of his wrists and fired off it's own symbiotic webbing to help.

"Come on extra-strength webbing... Please hold, please hold..." Peter muttered as he covered the back of the mixer in webbing to keep it from spewing more cement.

The webbing held strong and soon it dammed up the cement from flowing out of the mixer.

"Whew! Guess I can add cement-proof to my webbing's list of functions..." Peter muttered as Viri squirmed back under the iron spider suit.

'Thanks.' Peter mentally added.

' _Of course.' Viri replied serenely._

As the police came to the scene, they ran over to where the Dons were standing.

"Can someone get us out of here?" One of the Don's demanded as he tried to wriggle out of the waist deep wet cement.

"Calm down." An officer replied, "We'll get you out of there."

Spider-Man landed on a nearby crane and watched with a satisfied smirk before looking up to the top of the nearby construction building, "The Dons will be safe with the police. Now for mister tall, dark, and flat-headed..."

Spider-Man quickly scaled the building and landed on a strut that stood atop the building. He saw Hammerhead — who happened to be decked out in white armor (presumably the result of Project Olympus) — walking over while slowly clapping.

"Nice work bug." He commented as he stopped clapping, "You spoiled my big night. But hey, we'll roll with it. Risks of live TV."

He gestured to his armor clad form, "You like? Project Olympus in action. Finished it up while you were playing with the Dons."

"So that's they are wearing in Paris this season." Spider-Man taunted as he leapt to another strut, "Hate to say it, but brushed gun-metal is not your color."

"I'm trying to revitalized the mob over here." Hammerhead grumbled, "That takes long-term leadership. Now? I'm long-term."

"Your parts warranty may be long term." Peter replied angrily, "But you? You're nuts."

Hammerhead scoffed at Spider-Man leaping to another beam, "Nah, I'm just a guy who knows a thing or two about PR. The city don't take the Maggia seriously no more, don't respect us. After they see me break you in half? All that's gonna change."

Hammerhead held out his hand and shot out a beam of orange energy at Spider-Man, who leaped sideways to avoid it and landed on the floor.

"Time to the bring back the glory days." Hammerhead said as he shifted into a ready stance.

Peter barely managed to dive out of the way of a red beam of energy that seared through the walls and pillars around him. Hammerhead was already leaping at the acrobatic spider-themed hero as he swung his head down. Peter twisted towards the crime boss — ducking close to avoid a steel skull smash — and responded with a devastating uppercut to the chin. Hammerhead grunted and staggered back as Spider-Man leapt back and fired off a blast of impact webbing at the Maggia boss. Hammerhead snarled as the webbing splattered against him and anchored his limbs to his sides and held him immobile. Spider-Man fired two web-lines on either side of Hammerhead and slingshotted towards him feet first, slamming into the Don and sending Hammerhead into a pillar that crumbled under the force of the body launched at it. As Hammerhead tumbled into a crouch, he shouted and tore his arms free of the shredded webbing he was encased in.

"You damn bug!" Hammerhead roared as he swung his arm while firing a stream of energy.

Peter twisted over the attack and landed on his haunches; when he looked up, a gauntleted fist crashed against his face and sent him flying into a support beam. Peter landed on his hands and knees as blinked the haze out of his vision. Viri bubbled from his skin and mouth and he felt it kickstart his healing to work on the bruise now coloring his cheek and split lip with incredible speed. Spider-Man leapt out of the way as Hammerhead rushed at him and tried to punch him through the beam he had been crouching in front of. Spider-Man landed and almost immediately leapt out of the way of a rocket-boosted charge at his back; as Hammerhead skidded to a stop, Spider-Man heard the tell-tale whine of his arm lasers powering up again.

Peter shot a web-line to swing around the enraged mob boss, using his agility and flexibility to flip and twists over the bursts of energy, "That Project Olympus stuff isn't anything to scoff at... Even through my Iron Spider Armor it managed to pack a punch..."

" _I imagine it'd be best if we keep our distance," Viri offered, "Even for all the damage the laser-weaponry can inflict, he's much more comfortable with close-range combat."_

"Probably won't do too much good." Spider-Man grumbled, "He'll just rocket into CQC if we keep putting distance between us."

Peter fired a web-line that snagged a blue iron barrel and swung it into Hammerhead as he landed. The Maggia boss staggered and cursed at the barrel crashed against his skull before he shook his head and glared at the web-slinger. Hammerhead once again fired blasts at Peter as the hero ducked and weaved through the streams of red lasers sizzling through the area. He snagged a bag of cement with a web and leapt as he swung the bag in a 360 rotation to launch the bag at Hammerhead. The bag hit him in a cloud of dust and the criminal recoiled and scowled while trying to clear his vision.

Spider-Man wasn't intending to let him have the time to clear the air.

His fist cracked against Hammerhead's jaw and was followed by a heel to Hammerhead's temple as Spider-Man used a cartwheel to attack the blinded Mob boss while moving past him. As much as Peter wanted to attack the torso — thanks to the fact that Hammerhead had a goddamn steel plate inserted into his skull and punching it was pretty ineffective most of the time — Peter wasn't sure he would be able to crack the armor pieces that now covered most of the softer areas with thick armored plates. It might hurt, but the armor would definitely soften the force behind the attack significantly. If Peter decided to go all out and hit Hammerhead with ten tons of force in every blow he probably would smash the armor, but that could kill Hammerhead since Spider-Man didn't exactly have any specs on the armor or its level of durability; Peter was painfully aware of being able to kill someone with a blow like that, he could probably crush Hammerhead's ribcage if he really wanted to. Even so, Peter wasn't inclined to make it fun for Hammerhead or go that easy on him, Hammerhead had crossed one the few people Peter really cared for and he was going to pay. He rolled out of the way of a haphazard blast of red energy and flung out a spider-bro that immediately began to pelt Hammerhead with bolts of electric webs. Hammerhead growled as he raised his gauntleted arms to block the electrical bolts from hitting his head.

The Sable armor sparked and the lights flashed erratically as the electricity coursed through the armor. Peter was about to lunge in for a punch before his spider-sense blared and he threw himself out of the way of a hail of red bullets.

"There he is!" A voice cried, "Get him!"

Peter groans in annoyance as goons began to pour out of the door that led onto the rooftop; Peter didn't need this while tangoing with Hammerhead even normally, let alone a Hammerhead using out-of-country armor enhancements. Before they could rush Peter, a familiar black and red clad figure landed right in front of the maggia and slammed his hands into the floor with a shout as a pulse of yellow electricity erupted from his body into a blinding display and the maggia forces cried out in pain and fell back. Miles Morales or Kid Arachnid straightened and dusted his hands turned to face Spider-Man with a hidden grin.

"Hey coach." Kid Arachnid greeted, "This wouldn't happen to be a private rooftop brawl would it?"

"Not at all," Spider-Man chuckled, "be my guest!"

* * *

Miles wanted to pull his own weight against Hammerhead — and prove that even super-powered villains aren't out of his ability to deal with — but he knew that this was personal and he should let Peter handle this while doing his best to beat down any of the many Maggia reinforcements that tried to lend their boss a hand. It also doesn't help that that was probably the first time he used a venom-burst in actual combat, and while the effectiveness couldn't be questioned, Miles can only do it a few times — roughly three or four times in peak condition if he doesn't take care to gauge how much he needs for a pulse — before he collapses and is effectively useless for the rest of any fight. Even so, he's more than capable of handling some of the goons that make up the bulk of reinforcements and throwing himself into the fray. As he's fighting, his spider-sense flared and he instinctively leaps away as a box nearby explodes to reveal a sable turret.

"Oh joy." Miles grumbled as he ducked away from the red bolts of energy.

He didn't give the turret another opportunity to fire and shot two web-lines at it before tearing it free of the floor and shouting, "Incoming!"

Peter's spider-sense warned him of Miles' plan and he leapt, flipping back as the broken sable turret sailed at Hammerhead beneath him. Hammerhead shouted in pain as the sparking turret collided with him. Peter didn't dither and lunged at the mob boss, striking the areas that the armor hadn't fully covered like the thighs, upper sides of the torso, and the upper arms. Furious, Hammerhead roared in pain and swung at the spider-themed hero, trying to keep him at bay. Peter fired an electric web at Hammerhead's face and he convulsed as the electricity shocked him and was amplified by the metal plate in his skull. He collapsed to his knees and panted as he finally couldn't force himself to get to his feet any longer.

Peter and Miles walked towards him while several cops finally managed to reach the top of the building and surrounded the downed and chuckling Maggia Boss.

"Freeze! Your under arrest!" A cop shouted.

"So yeah, turning yourself into a crime against nature, maybe wasn't such a good idea after all." Peter remarked as he watched.

Hammerhead chuckled as he panted, "Heh, pal, you weren't listening when I said 'long term'. Old-school Maggia's got patience. Knows how to wait till just the right moment to—"

There was a sound of a bullet striking metal and Hammerhead let out a surprised shout as sparks flew from behind him.

Everyone turned to see Yuri, holding a sable rifle and beginning to walk towards Hammerhead.

"Yuri?" Spider-Man questioned.

Her face was cold as ice and set in stone except for the blazing fury and dark satisfaction that filled her eyes. She palmed two white disks and tossed them at Miles and Peter, they exploded to release two red capture cords that held Spider-Man and Kid Arachnid in place.

"No! Yuri!" Spider-Man grunted, "Don't do this!"

Miles struggled to rip free of the electrical cords binding him, "Captain Watanabe! Please!"

"Captain, don't!" An officer interjected.

Yuri simply fired another shot into Hammerhead's body as he grunted and tried to scramble away from the enraged cop.

"This is bad..." One cop muttered unsure of what to do.

They couldn't interfere while Yuri was like this, she went too far, she might lash out at the surrounding officers if they tried to stop her. She fired more shots into the downed Maggia boss and he crawled and when he turned to see her, she kicked him int the stomach and held him against the railing.

"Last time we met," She snarled, "You said something about fear. How do you feel now?"

Hammerhead sneered at the captain, "Just. Dandy."

Spider-Man tore himself free and rolled, firing a web-line at the Sable rifle in Yuri's hand, hoping it would be enough. It connected to the weapon and Spider-Man pulled hard on the line, wrenching the rifle up just as Yuri fired a shot into Hammerhead's face with a ringing sound that echoed across the construction site.

Dead silence reigned on the rooftop as the cops and heroes stared in horror at Yuri's remorseless expression and Hammerhead's corpse.


	11. Chapter 11

**All credit to respective owners!**

 **-Y.A.R.N. or Mr. Nobody**

 **P.S. I was hoping I could get some feedback on the fight scenes I put in, I think they could use some improvement, but I am not sure if I know what's missing...**

* * *

Peter sat in his apartment, head in his hands and unable to look at MJ or Miles as they tried to comfort him over his self-perceived failure. Mary Jane rubbed soothing circles on his back and whispered comforts in his ear as he tried to come to grips on how far Yuri had gone.

"I failed." He moaned miserably, "I couldn't do anything..."

"What are you talking about?" Miles exclaimed,"You stopped Hammerhead and saved the maggia dons! You didn't fail!"

"But what about Yuri?" He replied, still unable to look up, "What good am I if I fail the people I love? I told Yuri I would handle it! I messed up over and over again! How much good am I doing? Is it even worth it?"

Mary Jane would have growled had she been angry enough, but she had known Peter for a very long time and knew what needed to be said.

She honestly had enough of Peter's crippling self-blame, He had nothing to blame himself for and she didn't intend to let him try to do so otherwise, "You can't blame yourself for her decisions or Hammerhead getting under her skin! You didn't kill her men nor did you cause them to get captured! You had no idea about the amount of or type of ordinance Silver Sable left in NYC that Hammerhead used! Blaming yourself for things you were unprepared for or unknowing about doesn't make it your fault Peter, you need to understand that!"

 _Viri's soothing voice trickled in his mind, "Mary Jane is correct Peter. No one is expecting perfection from you, you may have superpowers, but you are a human and as prone to mistakes as anyone else. You fought and managed to stop Hammerhead, that is enough; Yuri's choices were not created by your actions. You did all you could, take solace in what you did win."_

Peter sighed, he knew they had all valid points and logically, nothing Yuri did was really his fault. But he had promised to keep the Dons safe and fix the whole mess, Yuri put her faith in him and he let her down.

"I just..." He began, helplessly trying to put into words what he felt, "I promised."

Mary Jane held his head in the crook of her neck, "And you tried your best, that's you need to know."

* * *

Miles swung his way home from Peter's apartment, lost in thought.

It was a startling thing to see Peter so disheartened, he remembered when Peter showed him how to punch correctly and how confident and relatively content Spider-Man had seemed in helping him. It was hard and more-than-a-little-unnerving to see the same person now looking so defeated and let-down. Miles knew that as a 'Spider-Man in training', he had a long way to go as far as being seen as an experienced hero, let alone Peter's equal. He was warned by Peter that there was only one grim reality in being a hero and that was life was uncertain and you would eventually lose. It wasn't like the comics or the movies where no matter what happens you win and everything is okay or resolved by the end of the day. There was always going to be a time you wished you had been faster, been smarter, been stronger, been BETTER so that you could have done what you couldn't have achieved before.

Miles engaged his spider-camo as he got closer to his home and landed next to his window and quickly glanced around to see if anyone was watching (spider-camo or not, he didn't want to take any chances). He quickly slid his window open and crawled quietly inside, he let his led detach from the ceiling and landed softly in a crouch next to his bed. He quickly stripped out of his suit before letting his spider-camo fade away and slipped into his bed. He tried to find a comfortable position to settle, but thoughts of Peter's self-flagellation over his personal failures wouldn't leave him alone. Despite the fact he felt too wired and conflicted to sleep, the day's earlier battles and first battle-utilized venom burst had tired him more than he thought and his eyelids slid shut before he was slipping into the murky waters of sleep.

* * *

"That cop nearly killed me!" Hammerhead roared at the groaning scientist.

"You're still human," The scientist tried to reason with the incensed mobster, "You have limits!"

"Then make me less human!" Hammerhead demanded.

"I don't understand!" The man shouted, trying to free himself as he clawed at the hand lifting him in the air, "What do you even mean?"

Hammerhead slammed the man into the ground, shattering the hapless scientist's spine and killing him. He wiped the blood of his hands as the body of the mangled Oscorp employee's blood began to pool on the floor. The man had disappointed the Maggia Don, and said Maggia Don didn't take kindly to being disappointed, especially to the point of nearly dying. He approached a terrified Oscorp scientist and picked up a baseball bat before shaking his head and running his hand over a lead pipe. Each time the revived Maggia Don picked up a new torture device, the scientist's fear only increased, there was no way he would survive if he didn't cooperate.

"Now..." He said, placing the pipe down and opening the door to one fo the Project Olympus canisters with a smile, "You've seen what'll happen if you decide to... decline my most generous offer of working on making the tech I want, and keeping you alive. So point-dexter, the application has been read and we only need you to say the right answer before our partnership begins. Be warned, the wrong answer will hurt you a lot more than me."

"I told you!" The scientist pleaded, "I helped manufacture them, I didn't DESIGN them!"

Hammerhead tsk'd, "Guess we got the wrong guy then. On the bright side, we've got our first test subject."

The man blanched, "No! Don't! Please! Don't turn it on! Please! Give me a few minutes! I can figure it out!"

Hammerhead gave a satisfied smirk, "Now THAT'S what I like to hear..."

* * *

Miles paused as he was training and stared at his hands, clenching them into fists before sighing and relaxing. They had been using some of the construction sites that the police had cordoned off from the public. Aside from the fact they had been Fisk's fronts for crime, the recent attacks on the city had made them ideal for Miles and Peter to work on stick-em powers. Peter noticed and strolled over to Miles, placing a hand on his shoulder and squeezing slightly to get Miles' attention.

"What's wrong?" Peter asked.

"It's just..." Miles trailed off, "I have these powers, and an awesome mentor but I don't know if I am really doing as much good as you do. I see you do all these things to save the city — I mean I have been even helping out — but in the end you still have losses, I mean we should be able to stop them right?"

Peter sighed and crossed his arms, "That's the thing Miles. We have powers, but we aren't gods. Heck, even actual gods like Thor have days where they can't save everyone. We just have to do what we can, no matter how small, no matter how big. I know it feels like we aren't changing anything, but we are making the city safer, if only a little bit. And you may not think so, but you've helped me out so much, things have been so much easier. Do you think it would have been half as easy to take on Hammerhead if you hadn't handled his reinforcements? You are already doing so much better than I was in the beginning. I've been doing this for years, you've only just started and grown so much. I'm proud of you."

Miles stared at his mentor, if his face wasn't masked, Peter would have seen his eye light up with a blaze of proud determination, "Thanks Pete."

Peter smiled and tilted his head, "It'll probably be better as you get older, your body is still growing, and you'll adapt to your powers as they grow more alongside your body as a result."

Miles eyes widened, "I'll get stronger?"

"I did." Peter replied easily.

Peter inclined his head when suddenly his hands-free phone buzzed, "Hello?"

Mary Jane didn't waste time with pleasantries, "Hammerhead's gone."

"What?!" Peter shouted, startling Miles.

"The ambulance carrying him was founded abandoned and completely empty except for a beaten coroner. I think when you yanked on Yuri's gun, it fired straight into the metal plate and knocked him out. One of his men must have stopped the ambulance or something and got him out or revived him!" She theorized before shuffling something and then continuing, "I did do some digging and found out that Project Olympus was Oscorp and Sable joint project to create super-soldiers, it was still in its developmental stages, but Oscorp continued when Sable left the city. They had a good leap and that prototype was what Hammerhead fought you in before Yuri shot him."

Peter cursed.

That's exactly what he needed right now — even leaving aside the fact that Yuri was on administrative leave and her anger hadn't abated in the slightest — Hammerhead still causing more issues. It made sense if he stopped to think about it though, the maggia had still been acquiring more sable tech despite the apparent thought that Hammerhead had been killed. The other Maggia Dons were still cooling their heels in various hideouts or waiting it out after Hammerhead trying to bury them, they may have seen the benefits of the Sable weapons, but they wouldn't have been able to immediately take over Hammerhead's operations.

"What's wrong?" Miles asked.

"Hammerhead isn't dead and apparently managed to escape any capture." Peter growled.

"Are you kidding me?" Miles exclaimed, "He was shot in the face!"

"When I webbed Yuri gun and yanked it, the gun probably made it hit the steel plate in his head," Peter expanded irritably, "That head is too tough — even for a sable rifle bullet — to be pierced so easily. He used to swinging his head around like a hammer to beat people down."

Miles sighed and massaged his forehead, "Okay. So what do we do?"

Peter sighed, "We go after the gangs. We hit them hard, and see if we can find some thing to force Hammerhead out to play."

* * *

Spider-Man grumbled at the Olympus-enhanced goons attacking the cops, he had thought that with Hammerhead being beaten, it would show that even those suits wouldn't be enough to stop him. Then again, he supposed that the maggia would still be able to handle other threats like the cop and other families much easier if they had Olympus-enhanced goons fighting the usual battles. Both Peter and Miles had been putting in overtime as heroes and even then it was difficult for the both of them to quell the rise of Olympus-enhanced thugs. Peter had occasionally ran across other heroes — Daredevil and Luke Cage for example — also battling the Maggia in their respective areas. While it was good to see they were helping the people of New York, Peter still felt bitter and hurt over the fact they didn't seem to be helping out all that much during the Devil's Breath incident. Regardless, the Olympus-enhanced goon wasn't quite as hard-headed as Hammerhead so it was relatively easy to hit the goon hard enough to knock him out with a decently strong punch to the jaw.

Which was only momentarily satisfying as a digboy erupted from the ground and more Olympus-goons poured out of the openings. Spider-Man ducked away from a hail of gunfire and fired off a suspension matrix at the foot of the oncoming thugs. Which a high-pitched whine and explosion, blue light erupted from the floor and several goons and thugs were lifted into the air. Peter tagged several of them with trip-mine webbing and watched as the webbing anchored them down to the ground with a wince-worthy thug. The rest he dispatched with blasts of impact webbing or concussive blasts.

His current workplace at Horizon had really let him increase the 'ammo' capacity of his tools now that he had a actual budget, chemicals he could request, and tech on demand.

A goon with a jetpack rocketed into the air with a officer grasped in his hand, "Come on Spider-Man, let's play save the pigs!"

"Well that's just rude." Peter muttered.

Peter fired a webline and followed only to see the jetpack-wielding goons all launching Sable grenades at the wall crawler. Peter huffed as he twisted through the air and kicked one of the goons in the face.

"Oh, hello ambush guys!" He called cheerfully, "Where's your buddy go?"

One goon rushed at him in the air only for Peter to slam a palm into his back and fire an impact web that sent him into the floor.

"No one's talking huh?" Peter commented, "Maybe you all can't hear me over the sound of those jetpacks.

Quick as they were, Spider-Man had already fought Sable Agents who were much more experienced in the whole jetpack-fighting area, beating down the goons who had only just got used to using the jetpacks was much easier than they were. Within a minute or two, the goons had all been either webbed up in cocoons of webbing or unconscious. Peter brushed his hands when he noticed the previous goon flying closer to the edge of the building they were on., the struggling cop still in his grip.

"Hey, hey, hey!" Spider-Man called out as the goon paused.

"Come closer," The goon sneered, "I dare ya!"

"Is that a regular dare, or maybe a double-dog... dare." Peter began to quip before a large humming left him trailing off.

A large jet floated into sight as it faced the goon and the hero.

"Is that yours?" The goon inquired as fear leaked into his voice.

"No!" Peter replied before continuing in an undertone, "It'd be so awesome if it was though..."

The glass of the cockpit slid open to reveal Silver Sable glaring at the goon before opening fire on him. The goon boosted out of the way while dropping the cop as he ascended.

Spider-Man leapt into the air and landed on top of the goon as he fired a web-line down and snagged the cop before attaching the web-line to the jet pack and using an impact web to secure the goon to the side of a smokestack that came from the building he had been over.

The cop came to a halt as he dangled and Spider-Man quickly dropped down next to him, "You okay?"

"Yeah... yeah." The cop replied breathlessly.

Spider-Man leapt back up to the roof only to see Sable aiming guns at the trapped goon as he called out, "Long time no see!"

Sable didn't seem to listen — or care — as she barked at the goon, "Who do you work for?"

The goon gave a few muffled grunts.

"He works for Hammerhead." Peter supplied.

Sable pointed a gun at him, "Where is this Hammerhead?"

Peter placed his hand up in a placating manner, "Whoa, whoa! Can't we go grab a coffee and catch up like normal people? By the way, I love your new hovercraft thing."

"Tell me everything you know." She demanded.

"Can we drop the gun and I'd love to bring you up to speed!" Peter offered.

Sable jaw clenched as she paused, "You have three seconds."

"Right, so the whole gun lowering thing—"

"Three."

Peter groaned, "Do you really want to do this?"

"Two." Sable pointed both guns at him.

Seeing that there really was no point in antagonizing Sable by deflecting her inquiry with his own brand of humor, Peter leapt up to the side of the jet and pointed at the trapped goon still wiggling under his webbing, "Apparently Hammerhead's been after your project Olympus tech, I thought he had been killed by a cop on the force after being shot in the face, but apparently she hit a metal plate on his head, which knocked him out, but left him alive. His underlings hijacked the ambulance his body was in and revived him shortly after."

She scowled at the wall-crawler but lowered the gun slightly, "Tell me where to find Hammerhead."

"After he was brought back to life, he went underground." Spider-Man sighed, "I wish I knew where he was, but if you want to, we can work together on this."

"Together?" Sable scoffed, "Never!"

"What did I do wrong here?" Peter demanded, arms crossed, "Wait... have you been listening to Jameson's podcasts?"

"You are supposed to be the protector of this city!" She accused, "And yet you have allowed this Hammerhead to steal all my weapons and supplies."

"I didn't allow anything!" Peter defended, gesturing at the goon, "I was trying to STOP him from stealing your stuff, I only recently found out he was still kicking."

"Then you are failing!" Sable growled, "Badly!"

"That hurts." Peter remarked dryly, "But you're not wrong."

Sable aimed a gun at him and Peter tensed, "Who knows, maybe you are working with him!"

Spider-Man scowled, "Okay, now I am insulted!"

Sable lowered the gun, "I don't know or trust you! Stay out of my way or you will suffer the consequences!"

"Stay out of your way while you do what?" Peter inquired dubiously.

"While I find and kill Hammerhead!" She shouted.

"Good luck with that," Peter remarked, "But if the whole being shot in the head and still alive thing didn't clue you in, "He doesn't die easily."

Sable snorted in derision, "He hasn't met me."

Unfortunately while they were bickering, the goon that had been affixed to the wall managed to activate his jetpack and flew away from the scene.

"Dammit!" Sable cursed as she kicked Spider-Man off the jet and jumped back into the cockpit.

Peter landed in a roll, "I thought you were one of the good guys now!"

"I am good at what I do." She replied curtly, "And I am not a 'guy'."

The cockpit slid closed and Spider-Man only had time to ponder, "Lost in translation I guess...?" Before the exhaust from Sable's jet threw him off the roof.

He fired a web-line and dangled from it while complaining, "What happened to 'You can thank me by not dying'?"


	12. Chapter 12

**Man, I think I** **might** **be adding my own twists to the storyline while I get through the whole Silver Lining DLC, because I realize that rehashing the same storyline with minor tweaks is boring.**

 **P.S. All credit to respective owners!**

 **P.P.S. Constructive criticisms and Reviews are loved!**

 **-YARN**

* * *

With Silver Sable having left in her jet and the officer being pulled to safety by other cops Peter swung off and began to talk to MJ only to be interrupted by Screwball announcing she had big plans for season 3 of her show. Peter groaned at this until she announced she would be throwing a huge party since she hit a certain number of subscribers.

" _This might be a good opportunity to catch her and stop her peculiar brand of madness once and for all Peter." Viri noted._

'My thoughts exactly.' Peter replied mentally, 'She liable to kill people the was she's going on and I can't let that happen.'

" _Perhaps you should let Miles handle this?" Viri offered, "He may be young but I believe he is skilled enough for this and the Hammerhead ordeal requires your full attention. The arrival of Silver Sable and her apparent hostility to you makes this seem like there is more than her anger at stolen property at work here."_

'True,' Peter considered, 'She wasn't all that angry with me last time we spoke, and she seemed to be hyper-focused on Hammerhead.'

"Either way, Screwball can't be left unchecked." Peter said aloud.

Peter knew this was his chance to catch her once and for all, so he dialed Miles.

"Hey Miles, I need your help!" Peter said the moment Miles picked up the phone.

"Whoa, seriously!" Miles cheered, excited by the prospective chance to help Peter take on Hammerhead more directly than last time.

"Screwball is back." Peter said.

"Oh..." Miles deflated, "Screwball?"

Peter sighed at his protege's obvious disappointment, "I know, Miles. But she may just show up and this can be our chance to put her away for good. She's a threat to innocent people by gathering prisoners and setting them up to fight me and who knows what else she has planned. Miles, I need you to scour the city for anything on her. She should be fairly easy to track down, when you have a location, let me know and we'll take her down."

Miles voice took on a more determined edge, "Right, thanks Coach."

"No," Peter replied, "Thank you Miles, you really help everyone more than you know."

* * *

Peter had only just landed on a streetlight — after MJ let him know that there was Maggia activities at the docks — when the goons loading project Olympus tech saw him and immediately scrambled into their vehicles and drove off. MJ had proven Viri's earlier thoughts in regards to Sable's fury right; she had been arming the rebels against a dictator in Symkaria, and Hammerhead's theft had not only been a matter of theft but a loss of supplies desperately needed in Symkaria to help the rebels even have a chance of winning. Either way, Spider-Man now understood Sable's desperation and unchecked fury much better; he had been in much the same state while scrambling to save New York during the whole Devil's Breath incident.

He had to help, if not for Sable or her country's sake, then for his city.

"Aw, don't leave!" Spider-Man complained cheerfully, "I just got here!"

He chased after the fleeing convoy, stopping two trucks with a combination of tossing out the thugs before webbing them to the streets and good old-fashioned elbow grease when Silver Sable arrived.

In her jet.

Firing almost indiscriminately at the convoy and Spider-Man.

He leapt off of a turret mounted car just before it exploded only to grit his teeth as he chased after Sable and the Maggia she was after, "What is she doing? She is going to kill innocent people if she keeps this up!"

" _Then stop her!" Viri replied._

'It's not like she's gonna listen to me!' Peter shot back.

As an added aggravation to the whole fiasco — halfway through incapacitating the convoy —Hammerhead had apparently managed to get his hands on the drones Sable International had been fond of sending after him when he was still Sable's priority target. Small mercies that that they weren't targeting him, but their replacement target — Silver Sable's jet — wasn't really a much better targto the arachnid-themed hero — or at least — not as much as he would've liked.

'I need to finish this, now!' He snarled internally, 'This is escalating too quickly!'

" _Then allow me to assist you, Peter." Viri said, a hint of composed anticipation in its tone._

The symbiote flowed out from his suit like blood soaking through cloth, soon the Symbiotic suit formed and Peter felt the change through his body as Viri enhanced his already formidable abilities. It wasn't too soon as the various goons in the vans began lobbing grenades that left behind red crackling spheres of concussive force that would've knocked Spider-Man out of the sky. He scythed through the air while firing off rounds impact webbing — a facsimile of his impact webbing that Viri managed to replicate that wouldn't deplete his cartridges — that destroyed the drones in the air while twisting around explosions and gunfire. He landed on the back of Sable's jet and webbed down more of the drones that were in pursuit.

"Get off!" Sable commanded.

"Let's just be clear on one thing!" Spider-Man began, completely ignoring the demands of the fuming pilot of the jet he was riding, "I am trying to help!"

When the last of the drones exploded, Peter nearly stumbled off the jet as Sable banked and fired her guns at the last of the Sable Van, which then tilted and crashed onto its side form the concussive force of the blasts. It skidded for a couple of yards till it came to a stop on the sidewalk, smoking and no longer working. Peter felt Viri make the Symbiotic Suit slither back under his Iron Spider Suit as Sable leapt out of her jet and on the side of the overturned Van.

She yanked the groaning goon out fo the Van's driver's seat and held a gun to his temple, "Tell me where to find Hammerhead!"

"The boss will kill me if I talk." The goon grunted, "So you do what you got to do."

Sable finger tensed and was about to end the goon's life when a firm hand caught her wrist and wrenched her hand up and towards the sky. Her furious gaze met the blank lenses of Spider-Man's mask.

"Let. Go." She warned.

"We want the same thing here." Peter said calmly, "We can get this fixed and stop Hammerhead if we work together. We can work together to stop him and save your tech, or you can waste time hunting down goons who won't answer until they are sure they can trap you. We can do one or the other, not both."

Sable grimaced at the familiar line, but relaxed and held out a hand, "Fine. We can work together, as partners."

Peter smiled in relief and grasped her hand, she shook his hand and suddenly clasped his arm with her free hand as though making sure he was shaking her had. With that, she climbed back into the cockpit of her jet and sat down.

"So I'll call you...?" Spider-Man queried as she flew off into the sky, "I am about 88% sure she isn't a robot..."

" _Peter," Viri chimed in, voice containing a note of irritation, "She seemed to have attached something to your elbow when you shook hands."_

Peter spun and tried to look at his elbow but didn't see anything that was out of place, 'What?'

" _One moment." Viri said._

His Symbiotic Suit formed over his arm and rippled as he felt a gentle tug and pop from his arm as a small something shifted through the symbiote to be placed on his palm. It was a small white tracking device that flashed and immediately cloaked itself and looked as though it wasn't there. Peter frowned and sighed at the device and what it meant for his 'partnership with Sable before he crushed it in his palm. he had hoped he had been able to reach Sable and get them to work together, but it was clear she wanted to do this on her own and was willing to play whoever she needed in order to accomplish her goal.

It was just too bad for her that Peter had no intention of backing down, this was his city after all.

* * *

Miles stomped on a Screwball Drone and looked around, trying to reach out with regular senses as well as his spider-sense (a small training exercise Peter had recommended as they were still testing the limits of his abilities to see if they could grow alongside his body) to see if anything was creeping up on him.

Screwball's obnoxious voice began wailing in his ear, "Yoooo, Spider-Boy! Not bad, not bad! My viewers are loving the newest spider strut his stuff! Too bad the big Spidey didn't want to play but no biggie!"

Miles grumbled something insulting under his breath as he hated being called Spider-Boy and knew she knew that.

He couldn't imagine having to deal with such a pain like that for even one time, how did Peter even manage that? First was that stupid scavenger hunt for her when she wasn't even in danger and then season two with a whole new array of stupidity and now this? Either way, it was satisfying to stomp her toys and know that soon she would get a nice padded cell in either Rykers or the Raft for her reckless endangerment. As soon as the party began and he used his social media to find out where it was, Miles was going to stop her for good.

He now understood exactly why Screwball was such a danger, and that was only to him, he hadn't even included the innocent people of New York. First she planted bombs all around the city and forced Peter to dispose of them for views?

That was idiotic.

And then — as if she thought she hadn't gone far enough — she decided to let former convicts and criminals arm themselves with Sable weaponry and Grave Dust inhalers before setting them loose when Miles was nearby. The sable tech was bad enough, but they had exposed areas that Miles could attack, the Grave Dust inhalers really sucked because the user's entire body became as hard as Tombstone's for a while before it wore off (and that wasn't counting the fact their blow hurt a lot more than a normal punch while drugged).

Miles only could hope that when she was in prison all her viewers would unsubscribe and leave her to rot.

She would cry in despair.

He would try to convince Peter to help him hack her account later or something.

* * *

Peter was just disposing of a bomb from a Sable Truck when his spider-sense buzzed and he leapt out of the way of an hail of bullets that riddled the area he was standing in. The goon in the jetpack who had been trying to take him by surprise cursed just before his jetpack exploded and sent him crashing into the ground in a smoking heap. Spider-Man looked up to see Silver Sable glaring at him with both guns aimed at his chest as she stood on the side of her jet. Honestly it took longer than he thought for her to realize that he either destroyed the tracker or it broke somehow, though finding him probably wasn't hard (he swung around the city in a brightly colored nano-machine created suit while beating up criminals and chasing down vehicles).

"Sable." He grumbled before trying to inject some positivity into his voice, "Fancy meeting you here! Come for a chat and maybe a spot of tea?"

' _Peter...' Viri cautioned, 'Please don't antagonize her too much.'_

"You were supposed to let me know if you found anything and then continued on without telling me anything!" She snarled, "You think you can keep me in the dark about my own property being stolen? I thought we were partners?!"

"Partners? Really? I didn't part of being you're partner was you tagging me with a tracker and then waiting till you had a lead! You think you deserve any trust after trying to stick me with a tracker and then hoping I would find Hammerhead for you to swoop in? You said you wanted to do this as partners? Well maybe if you asked like 'partners' or actually trusted me to tell you like 'partners', I would be inclined to call you once I had intel!" Spider-Man shouted right back, "Trust is earned, not freely given! I want to help you out, but what is it with you and expecting me to help you out if all you do is trick me and try to use me?!"

Sable was far too stoic to let her expression slip at the fact she had been discovered, her scowl still fixed firmly on her face, "You don't understand anything about the situation, this is no matter of petty theft of my property! This is larger than this city and I doubt you can fix any of it!"

"You think I have no idea what's going on in your home?" He shot back at her, "I only didn't want to help you because you placed a tracker on me! I know why you are so desperate! You think I don't want to help? You don't know anything about who am I or what I value if you think that!"

Before Sable could snap a rejoinder, a groaning goon chuckled and muttered, "You want to find the Boss? You could've asked, he said something about a sit down, a chat. Nice and peaceful like."

Sable jumped from her jet and stalked past Spider-Man roughly, grabbing the goons and lifting him by the collar of his shirt.

"Give me the address, now!" She demanded.

"Colexco Building." He panted, "Rooftop."

His head lolled as he finally passed out.

That was all Sable needed to hear before she was already striding away and back into the seat of her aircraft.

"Wait!" Spider-Man yelled, "It's probably an ambush!"

Sable gave him a brief glance and turned her jet away as the cockpit's glass slid to cover it.

' _I believe she is well aware of that...' Viri noted._

She flew away and Spider-Man let out a groan as she seemed to dismiss his concerns and blasted off into the air towards the Colexco building. He fired two quick web-lines and catapulted himself into the sky after her, wishing this could be easier and that she would listen to reason. But as much as it was her fault, it wasn't a reasonable blame; she was beyond angry, beyond scared — even if she would never admit it — and probably didn't care about whatever she had to face to get back whatever Hammerhead stole.

But none of it mattered if she got killed in the process.

He arrived at the Colexco Building to see sable's jet caught in a larger version of a device not dissimilar to his suspension matrix all while sable-equipped goons were trying to bring the jet down. Gattling guns hammered at the cockpit and missiles were exploding against the wings as the tried to crack the jet's impressive armor. And all though the shielding of the jet and its armor seemed to be holding on quite well under the assault, the jet was already sporting some significant damage and Peter wasn't the type of person or hero to wait while a ally/frenemy/interest-coincided-party was in trouble.

"Oh look." Peter deadpanned, "A trap. If only we had some sort of advanced warning system..."

"Urrgh!" Sable grumbled as she tried to get her jet out of the suspension field, and gritting her teeth at the damage being done to her jet, "I can handle this!"

' _If she is so sure she can, maybe we should see if she actually can?' Viri proposed amusedly, 'I would be very interested to see how she can beat these odds...'_

"No Viri." Peter sighed, "We are not going to be petty like this and let her die."

Peter immediately sprung into motion as he stretched out with his spider-sense and took a quick stock of the sheer number of enemies on the roof.

This was going to take some time if he had to face them alone.

So the first order of business was to get Sable free.

He frowned when he noticed that they had four generators that were very similar to the ones that Electro had used to lock the NYPD inside a building and immediately rushed towards them. He let out a volley of webbing but had only destroyed one when the maggia forces began to focus on him rather than Sable's jet. While Sable was trapped, they didn't need to bother with her as she really couldn't help unless she got out of the jet and even then she would still be trapped in the suspension field, Spider-Man had no such limitation and was actively trying to free her.

Peter didn't hesitate as his waldoes erupted from his back and began to weave through the air to block the whatever they could while Peter slipped and twisted through the insane amount of gunfire that was being directed at him or slipped past the mechanical legs. A jetpack goon rushed at Spider-Man only for three waldoes to swipe him into a generator which promptly short-circuited his jetpack into exploding. Peter didn't want to let the various maggia surround him and sprinted for the edge of the building, his waldoes helping him block bullets or twist over a charging goon or thug before knocking them out with a punch to the jaw. Peter dove off of the edge of the building before firing a web-line at the corner and swinging around. As much as he hadn't wanted Sable to get into this situation, she was in the thick of it now and by proxy Peter was now a part of it as well.

Dammit Sable.

He used is spider-sense to guide his movements as he used his momentum to slingshot him back to the rooftop onto of a goon as he smashed him into the floor. Peter rolled with the falling goon and hand-sprung into a flip and lashed out with a fist in one direction and a leg in another, knocking two goons off their feet. His waldoes shot out and caught him and flung him to the side before his feet could touch the floor as a goons chucked a grenade at him only for it to sail through the empty area he had been occupying. Peter fired and electrical shot webbing and the goon screamed in pain as the electricity arced out from him to strike three other nearby goons. Peter took advantage of the momentary halt in fighting before he twisted and fired a barrage of impact webbing at the two generators at that end of the building, blowing them up.

"One left..." He growled.

" _Peter," Viri whispered, "Maybe you should try to hold back a little less? Time is off the essence."_

He doesn't hold back and with all of his speed sprinted at the final generator. He was no speedster, not like as speed demon or quicksilver, but he was no slouch in his speed even without his web-slinging. He blitzed past the goons trying to stop him and Viri wraps around his fist before he slammed a punch straight through the generator, the metal shearing with a explosive crunch. Peter let a triumphant smile cross his masked features as he heard the whine of the suspension matrix holding Sable's jet fade. Sable wasted no time and began to fire at the various goons with pinpoint accuracy, her jet punching holes in their armor and killing them. Brutal and without a hint of any sort of hesitation, Sable mowed down the men on the roof with no mercy.

Peter grit his teeth and squeezed his eyes shut for just a moment to regain control, he hated this.

He hated the fact that she was killing them, hated the fact that Hammerhead had forced her hand and traumatized his friends, but most of all he hated how no matter what happened things seemed to always end like this, and hated himself for not stopping this before it came to this.

He sprang from the side of the building and launched himself into the fray. If he managed to knock the goons and thugs out, he may be able to spare them from Sable's wrath.

And her laser-firing jet.

The thugs that had Sable gattling guns or missile launchers decided to ignore Spider-Man in order to try to keep her from killing them.

It didn't work.

While her being stationary in the suspension matrix may have let them hammer and possibly even prevail, Sable was no longer forced to weather the attack. She was able to maneuver her jet around the sprays of weapons and blast rockets out of the air with pinpoint accuracy thanks to her skilled control of the aircraft. Peter blurs across the rooftop as he sweeps the forces off their feet with punches, kick, mechanical swipes, and gouts of webbing. When the rooftop is finally clear, Sable pulls away and Peter swings over to her before landing squarely in front of her aircraft.

"Can we please go now?" He begs.

It's all he can say before an explosion occurs from the top of the Colexco building and debris begins to rain down.


	13. Chapter 13

**Enjoy, Review, etc.**

 **A quick thing, whereas Spidercide — in his comic origins — was a clone of Peter, this is a man whose lost the best things in his life to a plague that his family was a bad-luck lottery casualty of. He's lost his sanity in grief and anguish, and there is nothing left for him after his crusade. He's not a bad person, just a devastated person hurting to the point he'll never heal.**

 **(This Spidercide's story is heavily influenced by the Back-In-Black storyline [In case my previous AN's didn't make that abundantly clear that I really liked that storyline]. In it Peter is basically homeless, his wife and him are hunted by shield, his aunt is dying, and his entire world is a nightmare he can't wake up from. He commits felonies — enough for a life sentence — and is terrified and desperate enough to talk to his contact in the force to turn himself in if his wife and aunt get immunity. Peter spirals into a darker and angrier person, who breaks into a prison to beat the Kingpin half-dead and promises that the moment that his aunt passes, Wilson Fisk will die right after.)**

 **This time, Spidercide is that Peter Parker without the lessons, without the restraint of 'hero', without support of his friends and family.**

 **-Y.A.R.N.**

 **P.S. All credit to respective owners.**

* * *

Warren snapped the neck of one of the wandering Maggia goon before reaching out and spearing another one through the chest with clawed hands.

"Damn Zabo and these annoying bastards..." He grumbled, "I supposed I should be thankful that Zabo had the good sense to make sure he had proximity sensor that read when wanders got too close. I didn't expect the Maggia to move their operations into the derelict areas of the underground."

He dropped the two bodies and collapsed the opening in front of him with a quick swipe of his claws, barring the way from any more intrusions. While his thirst for vengeance was only deepening, he admitted he was being impatient in immediately attacking the Spider Heroes of New York. In terms of availability, Norman Osborn was easiest to reach and kill, The Sinister Six that were incarcerated in the Raft as well as the many lesser criminals would be the hardest to reach but easier to kill and finally Spider-Man and his protege would be the easier to find to than the Sinister Six but much more difficult to kill if their ability to incarcerate the Sinister Six during the whole Devil's Breath incident was to have any indication.

He felt his anger bubble at the thought of his wife and child laying in their hospital beds.

He could still feel ALL of it.

The sounds of them coughing harshly grating at his ears as the doctors desperately tried to keep them alive. How they both withered away into husks of themselves front of his eyes and he could do nothing. How he could only grasp their cold hands in hands and pray for a miracle that would never come. The smell of sterilized sheets covering them and the antibiotics that were being pumped into them. The acrid taste of bile in the back of his throat as the doctors told him when they passed, launching himself at the man screaming how it was his fault. All the despair and pain of sitting in a cell and the pitying looks of the staff as he was locked away to keep himself from slitting his wrists.

If only Norman had never created this plague, if only Otto Octavius never released it!

If only Spider-Man had focused on the anti-serum over the villains...

Either way, he felt it be best to leave the city alone at the moment, as much as he would love to jump into fray and get his revenge, he felt it would be better for the heroes to tire themselves in dealing with Silver Sable and the Maggia before he struck. It wasn't outside the realm of possibility for the Maggia to catch and kill him if they couldn't control him, and he wasn't about to be any gangster's lapdog. Zabo was only being spared due to the debt he was owed for stabilizing the mutagen in his body.

He was going to try to improve his odds as much as possible.

* * *

Spider-Man's spider-sense flared as he looked up; in time to see a piece of debris hit one of the rotors on the jet — its stability already compromised by the ambush that Sable had barely managed to escape from — and black smoke erupt out in response. Sable cursed as her jet began to tremble and list to the side, nearly tossing Spider-Man off as it twisted and turned.

Peter shifted his weight as he looked upwards and his jaw dropped.

Hammerhead was standing atop the Colexco building and glaring down at the jet. He wasn't exactly what Peter remembered and he felt his confidence to handle Hammerhead like before begin to wane. The mob boss' skull was now a shining chrome silver; exposed in the area that he had been shot by the rifle Yuri had been using before her administrative leave. His body was completely made of metal and was now entirely cybernetic in nature, leaving his head as the only thing even remotely human. Whereas before, he had been wearing Project Olympus armor over his body to both enhance and protect him, this was him completely discarding his body in exchange for one made of — presumably — Sable tech.

Spider-Man forced down his revulsion of the idea of mutilating his own body like that as the Maggia boss leapt from atop the building to land on the jet, causing it to shake even more violently under the weight. Peter leapt at him only to be smacked away by the Don's mechanical hand. He fired a web-line at the jet and used it to swing under and over as he slammed feet-first into Hammerhead. The mechanical mob boss tumbled over the cockpit and almost fell off before managing to catch himself. He glared at the hero only for Spider-Man to dash forwards and slam two punches to his jaw. The cybernetic Mob boss grunts — his voice now overlaid with a tinny and mechanical quality in response to vocabulator that replaced his vocal cords — before backhanding the arachnid-themed hero and chuckling. He grabbed the hero before Spider-Man could regain his footing and slammed him into the jet, stunning Spider-Man. He looked over to the still functioning rotor and grinned as he wrapped one his hand around Spider-Man's neck and began to drag him over to it. Spider-Man fired a web-line to one of the fins on the jet, trying to keep Hammerhead from slamming his head down on the rotor and killing him. The Don tugged at the hero when he couldn't drag the hero farther only to frown at the web-line and then try to press his forearm against Peter's head. Peter's free hand shot up and against the mechanical limb, holding it at bay.

Hammerhead grinned in triumph as he bore down on the hero, who groaned at the force as his head was pressed closer to the rotating blades, "See ya in hell, bug!"

Within a instant, Spider-Man's mechanical legs erupted from his back and stabbed into the area around the rotor to help hold him up — managing to match the might of the cybernetic Don — but even then Peter knew that this stalemate couldn't last with the jet already out of control. They could hit the side of the Colexco Building, the jet could swerve in the wrong direction, or it could just plain explode as the damaged rotor had already caught flame.

' _Peter!' Viri screamed as his host struggled._

The symbiote rushed out as it instantly began to bleed through the suit and — as an added bonus — crawled over his mechanical limbs. The suit soon covered the Iron Spider's entire suit and formed the symbiotic suit. Peter felt his strength skyrocket and began to push up against the Don, well and truly overwhelming the android. His mechanical limbs straightened as Viri bolstered their structure and strength and Peter's one arm that had been keeping the Don's arm from crushing him was now enough to push away the arm that had been pinning him down.

Hammerhead eyes widen as he 'felt' himself being pushed back and grunted, "What? How are you—"

He never managed to complete his query as the web-line that had attached to the fin of the jet was simply yanked too hard and bent the metal flap to the side, sending the jet spinning. Both the hero and the Don held on for dear life as the jet whirled. Peter thought he might be able to incapacitate the android only to groan in annoyance as the cockpit opened and Sable climbed out, a furious scowl on her face and two pistols in her hand. She began to shoot Hammerhead who grunted in surprise before reaching out and swiping the guns out of her hands before grabbing Sable bodily in one hand and Spider-Man in the other. Spider-Man struggled as his waldoes began to jab at the Don's arm in a shower of sparks as he was held next to Sable.

Hammerhead refused to let go as he grinned, "Two for one? My lucky day!"

He reared his head back, ready to crush their skulls when a black and white blur crashed into the trio and grabbed the front of the spider-themed hero's suit before yanking him out of the Don's slackened grip and swinging them both into air moments before the jet crashed to the streets.

* * *

Peter eyes widened as his waldoes caught him as he landed on a rooftop next his savior, a supposed-to-be-dead cat burglar.

The Black Cat aka Felicia Hardy.

"Felicia?" He sputtered, "You're alive?"

"Did you honestly think I was dead?" She scoffed.

"How did you find me?" Peter asked.

"Wasn't easy as I'd have liked." She admitted, "I was initially going to piggy-back on the tracker she had tagged you with, but you found it quicker than I thought you would and broke it. After that, I had to be discreet while I tracked Maggia goons to see the setup they were planning at the Colexco Building. I waited for the explosions to start and took a guess at who might be there, turns out I was right."

Spider-Man sighed, "Yeah well, I didn't have much choice in the matter. Sable wasn't exactly willing to wait."

Black Cat rolled her eyes, "The girl has trust issues."

"How long have you been tailing us?"

"Long enough to know you're making a mistake. Hammerhead's gotten too powerful. Then again..." She hummed, "You seemed to be able to do pretty well considering what I thought about his new 'tech'. I'm guessing it has to do with the new suits you got? Shame, my little present may not have had what makes those special, but it definitely showed you off."

Peter silently lowered himself to the roof as he retracted the waldoes back into his suit before he frowned at the banter; he didn't feel like replying to her comments, "Do you really think I have a choice?"

She sighed and tugged him closer before pulling out a flash drive, "Here."

Peter's eyes widened as he took it, "Wait. Is that...?"

"Everything you need to know about that ugly... thing." She answered before she looked at him and softly said, "Sorry about what I did to you."

Spider-Man frowned at remembering the lie about her having a son, the child possibly being his, that possibility had stressed him out of his mind but then to find out she was lying was a relief,"Sorry? You're sorry?"

But underneath all the relief that there wasn't a small kid that was his caught in the crossfire of a brewing gang war, there was the tiniest flicker of disappointment and betrayal.

She placed a hand on his cheek and pressed a small kiss to his cheek before moving away, "But now we're even."

Peter rubbed at his cheek, "Cat..."

"One more thing," She cut him off, "His head? Not as strong as you think it is."

She tossed herself off a building before using a grapple gun to swing over a building nearby and disappear from sight.

"By Felicia." Peter whispered, before shaking his head, "Let's see what's on this thing."

He placed the flash into his suit and using a new software hack that Miles made, began reading the first of the files.

* * *

He was swinging through the city when his hands-free rang, he answered and was quickly barraged by MJ's voice

"Are you okay?" She asked worriedly, "I saw people posting pictures of you, and Sable, and Hammerhead, and—"

"And Black Cat." Peter finished for her, "Normally she brings bad luck, but not this time."

"I knew she was still alive," Mary Jane sighed, "What was she doing there?"

"Saving my skin," Peter replied, "and giving me a lead on Hammerhead's hideouts. Turns out he's beens stashing all the stolen Sable tech underground."

"What? How?" Mary Jane inquired.

"I'm on my way to find out," Peter responded, "And hopefully rescue Sable, if she's still alive."

Mary Jane paused before speaking, "Listen, I've been digging into this Symkaria thing. It's a big story, something I feel I need to be a part of. My boss agrees."

"Wait," Peter stopped in his web-swinging to land on a rooftop, "you're going to Symkaria? When?"

"Tonight." She responded quietly, "It's a rapidly developing situation. You and Sable can take care of Hammerhead. You don't need me."

Peter was almost at a loss, "Just because I don't need you, doesn't mean I don't 'need' you."

"That's sweet." Peter could hear the smile in her voice, "But listen. Other countries are ignoring this crisis — including ours. These people are helpless, all alone, and in the middle of a war zone. If I document what's happening and share it with the rest of the world, it might change things. Maybe even save lives."

Peter closed his eyes for a moment and sighed, "Spoken like a true hero. But the thought of you heading into a war-zone — it worries me. No. It scares me, MJ. If you get hurt I don't know what I'll do..."

"Do you trust me?" She asked him quietly.

"You know I do." Peter responded softly.

"Then we're good." She said simply, "I gotta get home and pack. I'll call you tomorrow when I get there. I love you."

"I love you too." Peter said.

He tried to ignore the pang of worry and fear in his chest.

* * *

Miles ducked away from a jetpack rush and caught a grave-dust-enhanced fist before twisting the arm behind the attack and stomping the attacker into the floor. He rolled away from the dazed goon before he could retaliate and fired a barrage of webbing at a charging thug that anchored him to the floor. With two strides he smashed a venom-enhanced fist right into the thug's nose and sent him crashing to the floor and into unconsciousness. He knew that this was the last challenge that Screwball had laid out — and while it felt good to be cleaning up so much of the various criminals and other members of ill repute that decided to fight him on these streams — Miles was downright annoyed.

Peter had been dealing with the Maggia all day and while Miles initially thought that was way more dangerous than Screwball, now he wasn't so certain. It was one thing to host a challenge in which he had to race through obstacles or try to look cool (and while it was galling to have to act like a performing monkey, is it wasn't causing any actual harm to people), it was another matter entirely to go to an area to realize she rounded up criminals to fight or to have explosive drones fly through the city that would damage the city if not stopped. The worst part about it is she didn't seem to realize what she was doing was wrong and stop because all that mattered to the deranged woman was the number of subscribers and followers she got. Miles could appreciate seeing Spider-Man stopping crime and saving the day — before he got his powers, he loved to videotape Spider-Man in action and doing his thing whenever he got the chance — but causing crimes in order to force Spider-Man to act? That was stupid, insane, and if people had idea of the danger they were in, they wouldn't be so supportive of her channel.

(At least Miles hoped that was the case, the alternative was frankly terrifying of how stupid it would be)

He twisted over a pale fist and slammed his knee into the drugged-up goon's face as the man let out a sharp cry of pain at his nose being crushed. As near-impervious as the grave-dust made skin — if you knew where to hit — you could still cause damage and while Kid Arachnid may not have been as strong as Spider-Man due to his still developing body, he wasn't weak by any means (Peter's estimate of Miles' limit being about ten to fifteen tons was not something a normal person could shrug off and while Miles wasn't hitting people with all ten tons, he could afford to cut loose a bit on the grave-dust enhanced gang members). Parts of the body weren't made of bone everywhere, the nose and throat were made of cartilage and much easier to damage and Miles' advantages also included bypassing the grave dust entirely due to his use of bio-electricity. Either way, it made the whole deal of fighting these groups a bit easier and let the police collect the criminals faster.

He caught a charge from jetpack goon and dug his heels into the ground as the jetpack pushed him across the ground. With the goon wearing it hand caught Kid Arachnid's shoulders in an attempt to keep him from escaping, only to for his jetpack's energy to wane and a hand to place itself on his chest. With a sharp shout, Miles lifted the goon over him and slam him into the ground on his back, breaking the jetpack. Another kick to the face and the goon lapsed into the blissful sleep of unconsciousness. Miles webbed the goon to the floor and brushed his hands as he surveyed the area covered in groaning or unconscious thugs all webbed to various surfaces.

His hands free buzzed and Miles tapped the earpiece, "Hello?"

"Nice one junior!" Screwball screeched, "I finally have gotten the last few people to subscribe to me as I wanted!"

She hung up.

Miles smiled darkly as he swung towards the nearest isolated area.

Time to don the civilian outfit and fire up some social media.


	14. Chapter 14

**Miles may be a bit OOC in this chapter to some but frankly I think it's a very reasonable response to what's going down and in regards to his age. I mean the city is in a state of panic throughout all of her games. The Devil's breath, The Heist, Turf Wars, and now Silver Lining were dangerous and killing innocent people and all Screwball seemed to care about were her views. Plus, Miles is pretty young right now; he's at that age where his body starts to change. So, he may be noticing, in some... areas... for example —**

 **No. Not that.**

— **Um... right... Either way teenage years are... emotional and whatnot...**

 **All credit to respective owners!**

 **-YARN**

* * *

After ascertaining the location of the party thanks to Screwball's almost-overwhelming amount of excited tweets, Miles swung over to the rooftop where the Screwball Party was being held only to see a lot of regular people cheering at his arrival. Miles shook his head, he couldn't believe this many people were okay with all the problems that Screwball was creating. He had tried to call Peter but the call kept on getting dropping saying it currently wasn't able to reach Peter. Miles didn't mind, he was fairly sure he could handle this and scanned the rooftop before he saw a huge box that was branded with the Screwball symbol that was next to the stereo system. Miles eyes narrowed and began to stalk towards the box with clenched fists right before his spider-sense buzzed. He braced himself as the box exploded outward in a puff of smoke and forced him to cover his eyes. Screwball leapt out of the box with an excited cheer and mechanical footwear that let out streams of pink light as she leapt from building to building.

Miles didn't hesitate as he fired a web-line and launched himself after the deranged and view-obsessed streamer, "Get back here!"

"Sorry!" She called back cheerfully, "No can do! The world is watching!"

"That doesn't mean that anything you do is right!" Miles shouted, twisting through a fire-escape, "You could kill someone you crazy lunatic!"

"Hey now!" Screwball pouted, "Not cool! Besides, have you SEEN the spike in con-current viewers! They are loving this~! Time for a photobomb!"

Miles spied a bomb on a platform next to a group of people and webbed it up before launching it at one of her boards. He scowled at the people cheering and wished for a moment that he didn't help them so he could see how dangerous and irresponsible she was.

He swallowed hard at even thinking that.

He knew Jameson would hate him.

He knew some would listen to the hate-mongering.

But people who blindly trusted him to stop the crimes to see this as a game?

To watch him dance even though Screwball was playing with their lives?

A angry snarl erupted from his throat and he stopped holding back as much Peter told him he had to. He wasn't going to kill her, but he was going to make her understand this wasn't funny or in good taste. Screwball was leaping on a building to see him closing ground and her perpetual smile faded slightly as for once his masked features didn't hide his emotions. His body crackled with small yellow arcs of electricity as his control began to slip and his powers flared in response; his normally wide lenses were narrowed in when could only be focus.

Kid-Arachnid was furious.

"T-time for a twist!" She shouted — trying to maintain her bravado — as she landed on a rooftop and several drones exploded from boxes she had prepared.

Kid Arachnid was barely behind her and didn't slow as punched straight through the drone, using the force of the explosion to launch himself towards the other drones. With a roar, the spider-themed protege let loose an bioelectric-burst that blew up the other three drones within seconds. Screwball tried to ignore the ambient electricity raising the hair on her arms as she realized that she had designed all these games for Spider-Man. He was experienced and much more composed than his protege and would be able to restrain himself even if monumentally angry. Kid Arachnid was not him and was probably not as good as controlling himself since he had only been a hero for a short time and there wasn't any evidence to point out that he was a hero before that. It was still only relatively recently that Kid Arachnid had hospitalized a remainder of the the Devils that hadn't been arrested.

Screwball sprinted as fast as she could, activating a bomb for a photobomb with a trembling and terrified shout of, "Photobomb!"

She hoped she could slow him down enough to get some more distance.

Kid Arachnid's gaze didn't waver but his free hand webbed up the explosive in a web-line and flung it not at the board she arranged but at her. Screwball eyes widened at the bomb sailing towards her right before a electrically-charged web-shot caused it to explode next to her. She let out a pained scream as she hit the top of a rooftop trailing smoke and rolled onto her back. The blast was detonated just far enough that it would hurt her and leave her stunned, but not close enough to critically injure or kill her.

Before she could even open her eyes, she felt her arms and legs get webbed to the ground. She looked at the black-clad hero as he landed lightly on the roof, bits of electricity dancing around his clenched fists. Her leg armor was shot, too damaged from the explosion to work and let out small pink sparks when she tired to wriggle them. She squirmed to try to get out but she couldn't move, her heart started to pound and she was dimly aware of the view count rocketing up.

The odd thing was she didn't care about that as much as she cared about wanting to escape the angry superhero stalking towards her.

"This is the last time I am going to take this." Kid Arachnid growled, "You put innocent people at risk for this stupid ego of yours. All to appease criminals and people who won't mourn over your loss. You could kill yourself by snapping your spine and all I'd say your landing on the roof did it. And all the viewers who you got would shrug and move on to the next big thing and you'd be forgotten."

He crouched next to her head and slammed a fist next to her skull, grimly pleased as her eyes tracked it and seeing her shiver at the crater next to her that could've been where her head was.

"Maybe you should think on that while going to prison." Kid Arachnid advised.

* * *

Miles sighed and let tension seep out of his frame as Screwball was shoved into the back of a squad car — even now she was trying to chat up the two annoyed cops and asking to livestream her arrest — but her voice hitched as her eyes flickered to where Miles was perched and watching. She seemed to only relax once the car doors were closed and she was carted off to Ryker's Island and out of Kid Arachnid's reach.

While personally Miles wasn't the dark and threatening type, he hoped that his little act would maybe convince her to lay of the idiocy. After all this, all Miles really wanted a good and long nap and maybe some food. He had been running himself ragged all over the city doing these ridiculous Screwball events and tried to ring Peter only for it to say he was still unavailable.

"I guess I'll get some rest for now..." Miles sighed in exhaustion as he shot a web-line to swing away back to his house.

* * *

Peter was currently perched over an abandoned subway station where several Olympus-enhanced maggia were walking around and guarding the area. He had dropped down one of the tunnels into the sewers only to follow the general layout until he came across the abandoned station. He knew that he was close, he only needed to find Sable and then get her out of here. In all honesty, Sable's actions were not putting her in a good light — and he understood many of them were brought about by anger and desperation — but was that really a good excuse to turn down any help offered? He knew she didn't trust easily, but maybe he assumed that their temporary partnership at the end of the Devil's Breath Incident meant more to him than it meant to her.

' _I am fairly certain you had no way of knowing things would get this bad.' Viri stated simply, 'Perhaps she would be less hostile if the situation wasn't so dire.'_

'The only reason she is here is because she is personally invested and the situation is dire.' Peter replied, 'She probably wouldn't have come for anything less.'

Either way — dire situation or not — he wasn't leaving without her.

He stealthily crawled over a lone thug and webbed him up, lifting him into the air and out of the way before he could make a sound. The goon struggled but even with his Olympus tech, he was stuck fast and could do more than aggressively wiggle. Spider-Man didn't dither and coated his body with Viri so his symbiote could provide the impact webbing he intended to use. He dropped down and used his legs to latch onto a goon before flipping him into the ground and twisting to fire a blast of Viri's impact webbing at a thug that was promptly stuck to the wall. The remaining maggia tensed as the sound of the goon being flipped into the ground echoed loudly in the nearly silent station. They began to train their weapons around as they walked around, while they could hear the fall of one of their group, the echoing quality of the abandoned station only made the source of noise hard to locate.

Peter didn't have the time to be carefully as he usually liked. With every second he wasted, it was another second that Silver Sable was probably being tortured by the Maggia into creating more tech for them. With that morbid certainty fueling him, Peter silently blitzed through the abandoned station, knocking out goons and thugs with sharp punches, kicks, and gouts of webbing. When they were all incapacitated, he pulled Viri back under his Iron Spider Suit and followed the power cables to a subway car blocking a path.

"Hope this isn't a load-bearing car..." He mumbled as he fired two web-lines and yanked the car out of the way.

Dust and bits of the ceiling fell down but otherwise the station held. Peter sighed in relief and began to run through the passageway that had been revealed only to come to a stop at what almost seemed like a cylinder of mechanical drill — or something mechanical— that blocked off his advance. There were some gaps around the machine that lead down, but they were too steep for a normal person. Luckily fo him though, Spider-Man wasn't exactly the average person and was more than capable of crawling down a slope without losing his grip. He quickly made his way through the narrow path only to find body bags bobbing in the water and three goons with Project Olympus gear checking on the various gear that they had. Two were chatting while one was inspecting some of the blueprints spread out over a desk.

"Body bags?" Peter mumbled quietly to himself, "This just took a turn..."

' _This is wrong!' Viri growled heatedly, 'Such a disgusting and inhumane way to dispose of a person!'_

Peter couldn't agree more but stayed quiet; he quickly used a web-line to zip to the ceiling and carefully looked around to see if he could find any clues as to Sable's location. There didn't seem to be much except for a cache of stolen tech so Peter dropped from the ceiling and slammed two of the chatting thugs into the floor. The remaining spun only to see a fist rushing into his face. He was launched across the room and into a pile of weaponry. After webbing them securely to the floor, Peter brushed his hands and inspected the room, listening to several recordings of Hammerhead plans — and how exactly he demanded to become a cyborg — and reading blueprints were on scattered on several table that depicted Digboys, Olympus canisters, Sable's private war-jet, and a giant warship.

"If Hammerhead gets his hands on any more of this," Peter mused grimly, "New York is gonna be in huge trouble, he'd be a much more ruthless Sable army, and those guys were already corrupt as all hell..."

' _Then we simply have to make sure he doesn't acquire them.' Viri replied calmly, 'Together, I am sure we can best him and then his organizations will be in shambles and demoralized.'_

"Cut the head off?" Peter considered, "Might work, especially if they see that even with the cybernetics he wasn't able to take me down...the armor probably damaged his standing with regards to confidence..."

Just then a echoing scream met Peter's ears and he looked wildly around, "Sable!"

' _She must be close!' Viri commented, 'She can't be allowed to be forced more tech for Hammerhead!'_

"We already decided on that!" Peter snarled as his mask pointed out a hollow area behind some pipes and he yanked them apart to open a crawl-space, "Hold on, I'll get you out soon..."

The walls he made his way through were boarded up in some places and had electrical wiring sparking in others, but none of that mattered. Peter winced as another scream echoed through the sewers.

"Every minute I am here is another nail in your coffin!" Sable screamed in defiance.

A amused chuckled

"You got spirit." the voice drawled, "I like it."

"I will never give you what you want!" She roared.

He finally emerged from the crawlspace and saw Sable held to a metal table of her own tech with her arms held above her by crackling electrical energy. A maggia goon walked towards her with a drill in his hand, the tip spinning. Just as he was about to plunge the drill into her flesh when the construction tool stopped working and the goon grumbled at the machine. Sable already had a bloody hole in her shoulder as she writhed, trying to free herself. Peter fired an electric web which shorted out the generator powering the cuffs causing them to fade and allowing Sable to slide to the floor. The goon panicked as he saw Spider-Man and whirled only to see Sable execute a roundhouse kick to his face that knocked him off his feet. Sable stalked towards him and began to furiously drive her fist into his face — over and over, with each blow punctuated by a furious scream — until blood and teeth began to paint the floor beneath him.

When she stopped and tried to rise her body decided that that it was going to cut off her adrenaline and let her feel the pain of her torture. She winced as she held a hand over her shoulder and fell onto her back, panting through the pain. Peter flipped to the floor and held out a hand for her to take.

She stared at him for a moment before taking his hand, "You came back for me."

Spider-Man nodded.

"Why?" She asked gruffly.

"Because I need you." He said calmly.

' _Because you're being foolish and sucidal.' Viri corrected, though thankfully the symbiote didn't actually speak out loud._

Sable seemed to want to say a million different things before finally settling on, "I work alone."

"I used to say the same thing." Peter sighed, "I know what's happening in Symkaria. I know why this means so much to you."

"You *think* you know." Sable muttered, walking away to pick up dual pistols from a nearby table, "But you do not know."

Annoyance began to bubble up in Peter.

He constantly tried to make her see he didn't want to have to make this a fight to HELP HER.

He had saved her several times from her own impatience when HE DIDN'T HAVE TO.

What more did she need to see he wanted to help her?

"What can I do to make you trust me?" He half-demanded, half-pleaded.

She stopped and turned to face him with an odd expression, but didn't reply.

He let it go and instead pulled out the flash drive he got from Felicia, "Look, I think I know how to take down that monster. But I can't do it alone."

" _Actually..." Viri tried to interject, "I am more than confident that together we can—"_

'Please Viri.' Peter mentally cut her off, 'She needs this and while I don't doubt we might be able to take him down, the more help we have, the better.'

Just then several goons walked around the corner and saw them talking.

"Damn it!" One shouted, "He let her loose!"

Sable whirled with her guns at the ready as a goon slapped his hand against a machine and a whine filled the air. Several Olympus canisters let out steam as several goons decked out in Olympus tech walked out. Some grabbed rifles while others shifted into a fighting stance.

"Okay." Peter began, "Here's the plan. I'll take—"

Sable promptly ignored him and flipped forward, shooting one goon with one of her pistols before leaping into the air aid kicking one goon while shooting another while still in the air.

Peter took a moment to stomp down on his annoyance before launching himself forward as well, "Good plan."

They both began to beat the goons into submission as they fought in tandem. Sable didn't let her injuries affect her as she weaved in between punches and replied with a volley of bullets and martial arts. She was ruthless in her attacks and every strike was meant to cause the maximum pain and put her enemies down for good. Peter didn't just watch as he lashed out with several sharp blows, weaving through a hailstorm of bullets and using his webs and natural agility to take down several goons in quick succession. He didn't need his waldoes for this as the restrained area would only make him the bigger target. Even with the Olympus tech enhancing them, the goons stood no chance against the person who designed them and the hero who had beaten their boss while decked out in the same gear.

"Nice to have you fighting on my side for once." He commented playfully as he flipped a goon onto his back before webbing him into the floor.

"Shut up and fight!" Sable responded as she knocked a goon over before she slammed her foot down on his face.

"You gotta work on your fight banter though." He replied back.

' _I believe she doesn't actually DO fight banter Peter.' Viri commented mildly, 'She seems a bit too... disciplined for that.'_

'You realized I am joking right?' Peter half-complained to the symbiote.

' _As am I!' Viri replied amusedly._

Peter let out a wordless grumble at his partner's sense of humor.

The deadly dance continued as they each took down the goons pouring in. Spider-Man scissor-kicked one thug into the floor before webbing a piece of machinery from behind him and — without looking — swung it into a pair of goons preparing to open fire on Sable with a pair of rifles. Sable spun out of the way of a punch from a thug and shot the thug attempting rise to chase Peter. Before the thug that attacked her could attempt another attack, an impact web slammed him into the wall, pinning him there helplessly.

They shifted closer as the various maggia tried to box them in.

"You're webs are effective in combat." Sable half-complimented, half-noted, "You must teach me how to use them."

Peter threw out a suspension matrix to halt an oncoming group of maggia from charging as, "I wish I could but it's a whole big intellectual property thing..."

Sable didn't seem to care as she ducked under a fist and slammed an elbow into the underside of a goon's chin and shooting him in the knee. Spider-man appreciated the restraint from her as he really had enough of Sable killing people to get to Hammerhead. He webbed the various goons into parts of the room when the ground exploded in the corner as Digboy erupted from the hole.

"A Digboy." Peter complained, "Of course."

"Did you just call that a Digboy?" Sable inquired incredulously.

"Yeah." Peter replied easily, "Much better than its real name, don't ya think?"

Sable seemed to let it go as they dealt with the fresh wave of goons clambering out of the Digboy. Peter slipped past a whip-wielding goon only for Sable to weave through a strike with lethal grace and slammed the goon into the floor with a knee.

"Hey Sable," Peter inquired while lifting up a thug to toss him into a goon, "where'd you learn how to fight?"

"On the streets of Symkaria." Sable replied shortly as she axe-kicked a charging goon.

"Yeah?" Peter responded, feeling a bit embarrassed, "I learned from watching movies, we should compare notes!"

They fell silent as they realized they had cleared the room of enemies.

A last beaten goon crawled towards a discarded rifle and stood up before Peter fired web at his face and grabbed Sable's hand before tossing her towards the goon. She hit him hard enough for the ground to send up a plume of smoke as well as completely discombobulate him. His gun, which he threw up when hit by Peter's webbing fell down on his head and knocked him out.

"That was awesome!" Peter cheered after a moment of silence, "High-five!"

He held out his hand only for Sable to turn away.

' _If it count's for anything,' Viri snickered, 'I would've high-fived you.'_


	15. Chapter 15

**For the ideas I have, I am on the fence when it comes to some people I am toying with but the ideas I am very interested in. A clue: I like the some of the stuff after the Superior Spider-Man and very much liked the plot for the Superior Iron Man.**

 **So some have been wondering why is our Spider doing so well? Well... here's a refresher! Viri's boost is nothing to sneeze at for one thing and he is using a highly upgraded suit made of nanotech and then upgraded to take on some of Spider-armor MK 4 capabilities! It is a seriously powerful suit! If he had it and this 23-year-old Peter used it against Doc Ock in their first clash, I think Peter might have been able to snag the antidote and get out. And if Hammerhead underestimates the Iron Spider tech? Well he doesn't know Tony Stark built it and Peter improved upon it. Also as an bonus for not updating in so long... you get one thousand six-hundred or so words!**

 **Also, big thanks to Yare-Yare-Dong on DA for letting me use his image!**

 **All credit to respective owners!**

 **Y.A.R.N.**

* * *

In a reinforced glass tank hidden in Oscorp Tower, the body of Harry Osborn floating in the green-tinted water jerked violently as the symbiotic being that was used to keep him stable writhed slightly.

It awoke from the haze.

It remembered the tests, forcing it to bond to host after host and forcefully separating it every time they please. The pain was unbearable until finally it had gone mad with agony. After they found out about its healing abilities they wasted no time in forcing it to connect to this sick life-form and drugging it with sedatives to keep it contained. Only recently had it regained some self-awareness to begin to act independently of the host it was currently tied to. And it could sense something surprising from its confines.

" _Another?" the symbiote whispered within the depths of its mind, "Another one of us has come to this planet... We can feel it! It must have found a suitable host! We must find it and take a better host! If we must take its host we will! We need more than this comatose being! Soon... soon..._ _ **W**_ _e w_ _ **ill**_ _**devour**_ _th_ _ **o**_ _se tha_ _ **t**_ _d_ _ **a**_ _red to_ _ **c**_ _ol_ _ **lar**_ _us! W_ _ **e**_ _**wi**_ _ll_ _ **purge**_ _the_ _ **po**_ _iso_ _ **ns**_ _th_ _ **e**_ _y forc_ _ **ed**_ _**o**_ _n u_ _ **s**_ _and t_ _ **urn**_ _it_ _ **on**_ _**th**_ _em. Th_ _ **ey**_ _will_ _ **a**_ _ll_ _ **p**_ _a_ _ **y**_ _!_ _ **T**_ _hey wi_ _ **l**_ _l f_ _ **ee**_ _l o_ _ **ur**_ _**rage**_ _! O_ _ **u**_ _r_ _ **hate**_ _!_ _ **Ou**_ _r_ _ **pain**_ _!_ _ **THEY WILL FEEL OUR VENOM!**_ "

* * *

Sable stalked over to a computer terminal that had remained undamaged from the battle and immediately began typing.

Spider-Man flipped over to land on top of the terminal, still holding out his hand, "You know you kinda left me hanging, right?"

Sable didn't even raised her head to look at him as she held an expectant hand up, and not for a high-five. Peter deflated slightly and pulled out the data drive before handing it to sable. She plugged the drive into the terminal which lit up as Hammerhead's profile and data appeared on the screen. Peter leaned over to look at the file himself, hoping for some information he could use.

"There are medical records in here." Sable mused.

"Yeah," Peter commented, "Mostly about that metal plate in his head..."

"Carbon steel..." Sable breathed.

"Super strong. Pretty sensitive to—"

"Heat!" The both finished in tandem as they looked at each other.

Peter slowly raised his hand up again.

Sable stared at it for a moment before looking down and typing, "I have an idea."

Viri began to snicker in the back of Peter's head at her adamant refusal to give him a high-five.

Peter inwardly sighed, "I, uh, solemnly swear to, uh, do whatever you tell me to do."

"I will call soon." Sable said shortly before smacking his palm with her own. Which wasn't exactly gentle and stung before Viri immediately began to soothe the pain away.

Peter stared at her and then at his previously-stinging palm before back at her, "Owwww." he hissed, "But yeah!"

He didn't notice the amused smirk that crossed Silver Sable's face as she left the room.

* * *

' _Glad she finally seems to be warming up to your antics slightly?' Viri teased, 'Maybe she might not hate you as much as you believe. You might even get her to offer you a high-five.'_

'Oh be quiet.' Peter replied, 'You know we're making progress! Sable might not hate me after all!'

' _Honestly is it that much of a victory when someone 'might' not hate you rather than not care really one way or another?' Viri hummed._

"Could you really not let me have this?" Peter grumbled, "Either way, lets head back to that planning room. I think it's high time we took care of that loose end..."

* * *

Otto flexed his fingers, scowling as they spasmed and twitched, not quite able to form the tight fist he once could use. His legs had already been far too unsteady to properly walk and he was forced to use a cane like a invalid. His general anger over the situation _burned_ as he had wished he had managed to beat Peter before his former apprentice left him to the police. Otto should have seen it, even with his alter-ego of Spider-Man, Peter had never had the vendetta against Osborn like Otto did. He never saw just how self-serving, arrogant, and malicious Osborn was because he never spent time around the man for extended periods of time. He knew Peter was Harry Osborn's friend, but he couldn't imagine Osborn reaching out to any of his son's friends for anything other than profit. Then again Osborn been far too cheerful when telling Peter about Harry's return in the coming year and how they could start a business.

He frowned at the thought of a monstrous Osborn once again squashing a brilliant and innovative mind such as Peter's.

Would the cycle repeat?

He scoffed, it seemed like a forgone conclusion.

He had toyed with telling anyone who would listen who Peter really was, but decided against it. Only when Spider-Man was truly alone, when he lay beaten and broken on the ground would there be merit in the truth. When Peter had nothing left, then and only then would he reveal his identity. Other journalists had proposed Peter being Spider-Man, but Peter had somehow always been able to eel out of the accusations. At this point anyone saying Peter Parker was Spider-Man was just some run-of-the-mill lunatic, it would take a public unmasking to convince anyone of the truth.

" _Otto Octavius, you have a person who wishes to speak to you."_ A voice over the intercom said pleasantly.

Otto frowned, but got up.

Every now and then — though now with much much less frequency since the past few months — Peter would come to talk to him and see his old mentor, it wasn't much, but it did make Otto feel the slightest bit of remorse of having caused Peter so much pain. Peter still cared about him, despite all the harm Otto had wrought and all the people who he had killed in his quest for Norman's head. when he caught wind of what happen to May Parker though, shame had filled him. The sweet and kind woman had been a victim of the Devil's Breath Plague that he released, doing nothing but helping those in need and paid for his vengeance with her life. If nothing else, that was what had cemented Peter's inability to forgive Otto; now having a tacit agreement that while they had once been like family, their own actions had forever broken that.

What Otto didn't expect was to see a well-dressed man in a suit in front of him, a visitor badge pinned to his chest.

"Otto Octavius?" The man inquired.

"Obviously." Otto replied curtly, "Unless the incompetence of the fools who run this place is that atrocious or I am deaf."

The man chuckled, "Well I should hope not. Either way, I have come with a... proposition from my employers. A offer for you, as a man of your intellectual caliber, it's nothing more than a travesty for you to waste away in this institution. We offer you a chance to work in our organization. Do — of course — take your time in order to come to a decision, we would much rather have your voluntary cooperation rather than try to force you. You need not worry about your... issues against Norman Osborn or Spider-Man going unfulfilled, we simply desire you help us create... specialized preventative applications to our devices."

Otto frowned, the offer was tempting but he was no fool, faulty neural-chip or no. An offer this good had to have a catch, and he may have been showing his hand a bit quickly, but if he was to be discarded due to health issued, he'd unfortunately have to refuse.

"As loathe as I am to admit it, I have been having certain... issues in regards to my body. Each day that goes by my body loses more and more functionality, it was already losing function before my incarceration, but the deterioration has sped up substantially." Otto grumbled, "If I were to accept this proposal, what guarantee do I have you will not dispose of me once my body stop working entirely? Also, how do you plan do get me out of this facility? Do intend to break the glass and have me hobble behind you? We'd be dead before we even managed to make it to the edge of the water."

The man's smile widened, "Why don't you let us worry about the small details Otto?"

* * *

Peter was laughing as he launched barrels into the sky as Sable blasted them with pinpoint accuracy. As the final barrel detonated, Peter jogged into the hanger as he was instructed to adjust the stabilizer so the jet wouldn't crash, lose stability, or overtip due to the laser.

"That should do it." Peter said confidently as the jet hovered into the air, stable and in control.

" _All we have to do now is wait for—" Viri began._

He barely had a moment to speak before there was an loud and bright explosion from the front of the ship. Peter grimaced as the hulking figure that was slowly beginning to be visible through the flames stalked forwards. Hammerhead moved fast, it had barely been an hour and a half since the ship had been visible, and thirty minutes finishing the calibrations on the jet. In that time, Hammerhead had apparently managed to gather his forces and either swim — which Peter doubted — or appropriated a boat to get himself here. Either way, it was not time to think about how the mechanical gangster arrived.

But it was time to stop the mechanical gangster.

Hammerhead fired a familiar beam of orange light at Spider-Man and Sable, waving his arm in order to torch as much of the insides as he could. Sable deftly managed to maneuver the jet out of the hangar before Hammerhead could blast it, and Spider-Man leapt out to face Hammerhead on the deck as Viri quickly bled through his suit to form his symbiotic suit. He crouched down and readied himself for Hammerhead's attacks, he wasn't going to go easy on hammerhead this time.

"You two working together now?" The mafia boss sneered, "Cute. But it ain't gonna do you no good against me now."

"Right, cause you could do good without Sable Tech." Peter drawled, "You didn't need to turn yourself into a walking tin can, it just happened to be a good day for it."

" _Why not remind him we were failing to overpower him?" Viri sarcastically commented, "It's not like we were actually pushing him back before the jet began to fall."_

Hammerhead scowled at the bug, his mechanic parts whirring, "Bug, today is the day you die. Then with Sable under our thumb, New York'll be mine."

He rocketed forwards, but Peter was ready for him. As Hammerhead swung his head down, Peter pivoted and placed his hands against the don's mechanical chest. With his 'stick-em powers' anchoring his feet to the ground and anchoring his hands to the Hammerhead's chest he spun, tossing him against the hangar door. The Mafia boss grunted as he slammed against the metal hard enough to dent them metal and landed on his hand and knees.

"Sable?" Spider-Man queried.

"The laser is down." Sable grumbled.

Peter groaned, "Can you fix it?"

"I am trying!" She snapped.

"Okay..." Peter readied himself, "I guess I'll do the Hammerhead waltz..."

He lunged at the don and smashed a kick into the don's chest, slamming him against the door again. Hammerhead swiped at the spider-themed hero with his hand only for the hero to flip out of range with superhuman grace. Hammerhead growled and knelt a cannon sprouting from his shoulder and launching the same concussive grenades at Spider-Man that the hero encountered in the jet/car chase it the city. Spider-Man darted around on the deck, evading the explosives until Hammerhead stood up and began aiming at the hero.

"I just want to thank you for showing me what I have been doing wrong for years!" Hammerhead mocked, firing beams of orange energy, "If I want to rule this city, I had to modernize. Evolve. Now that I am evolved, I'm going to be the boss I should've always been!"

"I've had enough of your stupid schemes!" Peter grumbled.

" _Please shut him up, Peter." Viri complained, "If I hear anymore of his self-serving grandstanding I might go insane."_

Peter zipped closer and began to hammer (pun intended) the Don's joints in order to force the Don to his knees. When to the Don tried to punch him or head-butt him, a symbiote-clad waldoe or two moved to block a blow or hold off a hand for just long enough for Spider-Man to move out of range. Each failed attempt to hit the hero only pushed the don's rage to new heights as he chased the arachnid-themed hero around the deck. This was infuriating to the Mafia boss, he should've been able to crush the bug with no trouble. His fancy metal legs should've been nothing — he should've ripped them off the bug's back — when compared to the Sable tech he had traded his body for! How was Spider-Man outdoing him? What made him able to give the Don the runaround as he did? There had to be some secret!

"Nice moves you got there bug!" Hammerhead commented, "Might be a good idea to strip your corpse to see what I can use!"

" _Like hell!" Viri snarled gutturally, "Your lucky Peter doesn't want to kill otherwise I'd happily rip that head of yours of your tin body!"_

'Don't let him get to you Viri.' Peter cut in, 'He's trying to get under my skin, ignore it. He's only talking big because he thinks he can win.'

It was a bit concerning how protective Viri was, Peter appreciated how much Viri helped him and how much the symbiote cared, but he was worried about what would happen if a situation got too far for Viri to control itself. He hadn't forgotten what Viri had said when they first met, he didn't want to know what a broken symbiosis could be and he was in no hurry to find out.

The Don rocketed forward to launch a punch, but Peter fired a impact webbing to adhere the hand to the ground before firing two more webs, one tagging his skull and the other attaching to the ground. The hero flipped over him and landed on his back before he pulled the webs taut and the Don was bent over backwards awkwardly, grimacing as he was stuck in place.

"Sable!" Peter shouted.

"The laser's online!" She replied, lowering the jet in range.

A stream of blue energy fired from the cannon to hit Hammerhead's skull. Peter grinned as he saw the exposed part of Hammerhead's skull glow orange from the heat.

"What do... you... think you're doing!" Hammerhead demanded as he felt his skull burn.

"Giving your chrome dome a heat shine!" Peter grunted.

" _Giving you a soft spot for the Sable tech you love so much!" Viri cackled, "I hope you enjoy it!"_

Peter leapt off the Don's back only for the Don to reel in pain from the heat emanating from his skull. Viri had the good sense to withdraw from Peter's hands as he began to hit the Don's in the softened metal. The Don cried out as he felt the almost forgotten feeling of pain in his skull as Spider-Man's blows smashed into his skull. He had felt his jaw broken and pain in his face, but ever since he got the plate in his skull, he had never felt pain from it. Not when he battled with it or swung it into a persons skull. He shook off his surprise to fling his arms out, smacking Peter and sending Spider-Man skidding away as he rose to his feet.

"Keep trying, keep failing!" Hammerhead roared, "I'm invincible!"

Spider-Man rolled to his feet and leapt away as a metal foot smashed into where he had just been. Apparently causing Hammerhead pain from his skull had Hammerhead bristling with rage, annoyance, and fear.

Hammerhead was scared not that they had found a way around the entire reason he was called Hammerhead.

" _Peter!" Viri cautioned as Peter's senses caught several mafia goons decked out in Sable's tech clamber onto the ship, "He hasn't come alone!"_

Peter fired a web-line to yank himself out of the way of the enraged don's lasers, 'Don't worry. We aren't alone either!'

That proved to be true as Sable began to blast the goons with her jet's regular guns, trusting Spider-Man to handle the don. Hammerhead grumbled at the sight of the jet taking down his reinforcements. He wished he had been a bit more careful before torching the hangar, some jets like that would've been useful. Since the bug had broken Sable free, he made sure to torch all much of the blueprints they had in their possession after rescuing Sable, making the only person who could design that tech again Sable. Hammerhead should have hunted down the bug right after locking up Sable, not resting on his laurels while waiting for Sable to crack. He forced Spider-Man away with a few rocket-assisted rushes and a liberal throwing grenades across the deck.

"Loving your tech Sable." Hammerhead crowed, "Too bad I gotta use it to take you down!"

Spider-Man didn't let him keep talking as he sped into Hammerhead and began to beat on the don's joints with symbiotic strength. As the don staggered, Spider-Man tagged him with several web-lines before tossing him towards the edge of the deck with an over-the-shoulder heave and throw. Hammerhead crashed to the deck with a loud clang of his body on the metal. If Peter kept it up, he would be able to incapacitated the Don in no time. The cybernetics had definitely improved Hammerhead's mobility and speed to new heights but it didn't matter; Hammerhead couldn't keep up. It would have been far more difficult for Peter if he only had his regular suit, but that wasn't the case. With Viri's boost and The Iron Spider's waldoes' assistance, he would be able to run circles around the mafia boss and evade his blows without too much trouble.

"Still no respect!" Hammerhead grunted as sparks flew from where his neck met the metal and he spat to the side and with a contemptuous sneer, "What's it gonna take?"

"You know what I respect?" Peter shot back, "A guy who knows when to quit!"

" _Peter, Peter, Peter." Viri chided in amusment, "Don't use such big concepts when talking to him. You'll only confuse the poor fool."_

Hammerhead clambered to his feet before he 'flexed' and suddenly shimmering shields flashed into existence all over his body, protecting his body from being attacked.

" _That's... just not fair." Viri grumbled._

"Noted." Peter mumbled.

"Try hitting me now bug!" Hammerhead challenged, grinning at Spider-Man.

"Commencing bombing run!" Sable warned.

Peter and Hammerhead both looked at the jet that began raining grenades before leaping clear of the explosions.

"Damn I missed!" Sable snarled.

"Keep 'em coming!" Peter urged, "I'll make sure the next one hits!"

He leapt out of the way of some of Hammerhead's thugs' gunshots as Hammerhead charged after him. Sable flew around and dropped another barrage of grenades. Peter webbed two — one with each hand — chucking one at the don and other at his goons. The explosions disabled Hammerhead's shields as he staggered back while the other grenade sent the goons flying. Spider-Man blitzed forward and lashed out with punishing blows to Hammerhead's joints. The Don crumbled as his cybernetics stalled before he was hit with several shots of impact webbing, locking his body down while Sable's laser hit his skull. He groaned only to Spider-Man to interlock his hands and slam a double-handed blow down on his head.

"That a good enough try Chrome-dome?" Peter quipped.

The don ripped himself free of the webbing as the shield once again flickered on and shredded the webs apart. He fired streams of energy at the hero ant the jet, trying to keep them from mounting a coordinated offense against him. He grinned savagely as some more of his forces clambered onto the deck to rush the hero. He could still turn this around with enough manpower, he just need to handle the bug and then he could focus on Sable.

"I'll give you one last chance!" He shouted cockily, "Join me, or die!"

"Oh shut up already!" Peter barked as he flung one of Hammerhead's own goons into the Don way.

The Don's swiped the goon aside with contemptuous ease, when suddenly a hail of grenades landed right on the Don, causing his shields to fail once agains and his body to lurch forward from the impact. Spider-Man didn't squander the opportunity and sprinted out of the throng of mafia — leaving a suspension matrix to keep them held off — to rush the boss and slam blows into his legs. As Hammehead stumbled, the arachnid-themed hero launched an uppercut the don before once again webbing his hand to the ground and then forcing him back into his bent posture he was in before. Sable lowered and fired only for the beam to suddenly wane and spark as the cannon began to fail.

"No!" Sable growled in frustration, " No, not now!"

"Sable?" Peter called in worry.

"The laser is down. Wait. I have an idea, hold him there!" She shouted as she flew to gain distance from her ship.

"Then what?" Peter grunted as the Don tried to pull himself free and his suspension matrix began to wane.

"Be ready to jump!" She replied shortly.

"Wait!" Peter yelped as he saw the jet straight towards him, "What?"

" _Peter, she intends to ram the jet into him!" Viri cried in a panic._

"Now!" Sable shouted as she locked the jet into full throttle right after she leapt out of the cockpit.

Peter let go and used the Don's back as a springboard to get as much distance as possible from the inevitable crash. Hammerhead had no time to do anything but widen his eyes before the jet slammed into him and smashed into a tower on the side of the ship. Peter watched wide-eyed as an explosion that absolutely dwarfed the explosion that Hammerhead caused when he boarded the ship erupted. He saw Sable draw her guns and gun down the goons who were in a state of panic-stricken paralysis as the the flames raged across the deck. She reloaded just as Peter leapt to land next to her, all waldoes extended as he expected the Don to appear.

And he did, much the worse for wear.

His armor was blackened and scorched from the flames that danced across his burnt metal body as sparks flew erratically from the various cracks and dents that decorated his body. He panted heavily as his heavy footfalls clanged ominously against the deck, he lifted his head to scowl at the two people who had ruined everything he had meticulously planned. Before he could even try to make an attack, electricity erupted from his body and danced across his limbs as he cried out in shock. He body shuddered and twitched as he collapsed to his knees eyes wide in horror. A final burst of electricity sparked and he fell onto his back, eyes closed and features slack.

Peter felt a feeling of nausea himself.

Was hammerhead even alive anymore? His body wasn't exactly giving any signs of 'life', he didn't need to breath and his cybernetics seemed to have utterly failed. His face was utterly still, not even twitching.

Had he just killed Hammerhead?

" _Peter." Viri voiced soothingly, "No. Don't you dare start this now."_

He forced himself to look away and at Sable who stared at the broken man in what could only be disgust and cold pity. She looked up and met his gaze as he felt his eyes on her.

"You have any dinner plans?" He joked weakly, "I know a great pizza place."

The rebellion's leader rolled her eyes and stalked away, "I must return to Symkaria."

"Right." Peter said, voice low, "You have a war to fight."

"I don't like to fight." She sighed gustily, "I do what I have to do in order to help my people."

"I know." Peter said voice somewhat lighter, "That's what heroes do."

Sable turned to the masked vigilante, eyes wide for a split-second before schooling her face into a small smirk.

"I am no hero." She almost chuckled, "But you have taught me a few things."

"Oh yeah?" Peter replied, amused, "Like what?"

"Like how to disarm my enemies with bad jokes." She quipped at him.

Peter could help the grin under his mask before riposting, "Actually they're GOOD jokes, but I understand humor can be subjective."

Sable smiled and Peter couldn't help the pride and satisfaction that bubbled up in his chest at the simple expression. Not the smirks of amusement or the scoffs in irritation, but a tired and hard-earned, amused and happy, real and thankful smile nonetheless.

"Thank you, Spider-Man." Sable said seriously and held out her hand, "For everything."

Peter shook her hand before he spread his arms for a hug and Sable rolled her eyes again and said, "I don't do hugs."

Spider-Man was happy his mask covered his blush, "Yeah, right. Of course...Hey mind giving me a ride? I'd swim but the river smell take forever to get out of my suit!"

* * *

MJ sighed as the airport was just a few steps away, she had hoped to see Peter, but she knew Hammerhead was such a huge problem. That he would never forgive himself if someone got hurt while he could be out there helping save people.

She sigh, "Oh well."

"Well what?" A familiar voice chimed in.

She whirled to see Peter behind her, his brown eyes bright, "Sorry I almost missed it, but I managed to convince Sable to give me a lift to this part of town and a bit of high-pace web-slinging got me the rest of the way here."

She smiled as she leapt at him and wrapped her arms around him, eyes closed and face nestled in her shoulder. His arms folded around her and rested his cheek on her head as they just stood for a moment, enjoying each other's company.

"I don't want you to go." He whispered.

"I don't want to leave you either." She whispered back.

They shared a kiss before they pressed their foreheads together with their eyes closed.

"Be safe." Peter said, "Don't get hurt okay?"

"I'll stay safe." Mary-Jane replied, "I promise."


	16. Chapter 16

**All credit to respective owners!**

 **Now as far as the Spidercide Arc goes, I don't think it'll be very long. I know I know I know, but there was a buildup! But honestly I have gone out of the way to show that Warren's mental state has harshly deteriorated and his rage causes him to lose control, but he does lead into a arc I was very excited to get into.**

 **Another thing, as much of a 'villain' Osborn is, he loves Harry. He created Devil's Breath for the sole purpose of saving him and he kept it in the city — in my opinion — so that the moment it was perfect, he could save Harry and have his son back. So while he's not a good person, he's human — if a opportunistic and arrogant asshole who stomps on people who may challenge him — enough to warrant some sympathy in this iteration.**

 **Y.A.R.N.**

* * *

Peter fiddled with some of the wires as he worked on some of the prosthetics he had originally had the design for from his time as Otto's assistant. Part of him had rebelled against ever working on some sort of prosthetic, but a larger part of him wanted to finish this. Achieve the original dream that Otto and him had conceived when it came to helping people live regular lives. Max Model watched as Peter hand poked at one of the joints to test its firmness before fiddling with a controller to test the limb's range of movement.

"Parker... Are you sure this is a good idea?" Max inquired dubiously as the prosthetic rotated like someone flexing his arm.

Peter stilled and took a slow deep breath before he nodded, "It is... when Otto and I started this project, it was a way for us to assist the world by helping people get back things they lost. I know I said it before but when Otto used the interface, it wasn't ready and turned the man I respected into a villain. It went through a cascade failure that began to affect his emotions and personality making him angrier and vengeful, losing any regard for the collateral damage and innocents caught in the crossfire. Now I plan to make sure that I don't breathe a word of when it is ready until I know it's perfect. Once that's done... I think I'll finally be able to put the past to rest like I wanted. Besides, it will be a way to help people and this time I know how to make it work. Also, I don't plan to make something as advanced as what Otto created, like tentacles that can be used as weapons, but simply a sturdy and well functioning prosthetic."

Max Model hummed in consideration, "Very well. Just make sure you notify me of any tests, I don't want another supervillain to come from this and terrorize the city."

Peter turned to him and nodded, "It won't. I'll make sure of it."

* * *

Peter and Miles both lounged on top of the empire state building as they took a small break from crime fighting. With two spiders now patrolling the streets and the Maggia crumbling without Hammerhead and loss of Sable weaponry, things had calmed down for a time and allowed the heroes some much needed downtime. Sure some of the small-time had continued trying to commit crimes, it seemed like the entire city was taking some time to decompress after the events of the Maggia's recent bid for power. It seemed that everyone needed time to cool off and get things in perspective.

On one hand, Peter was glad as he got more time to focus on inventing and assisting the scientists in Horizon Labs, as well as increasing his paycheck. With the actual steady paycheck and his innovation into his suit applied to some new inventions — though to a lesser degree than his actual suits — Horizon Labs wasn't keen on kicking him out. The original design for the prosthetic had been going very well with him already knowing what worked and what didn't, and he was refining the interface more everyday. Plus he had used his access to better tools and tech to refine a new suit he had in the works as well as further reinforce the Iron Spider's defensive capabilities.

On the other hand, this was the perfect time to actual take MJ out on dates and she wasn't here and in Symkaria which itself was in the middle of a civil war. She called and they tried to keep in contact as much as they could, but ironically she was the one who was simply too busy.

Miles was glad as he got more free time to balance his regular life and his heroics, as much fun as it was, being a hero made it hard for him to focus the whole time in school (plus tips from Peter on washing his suit without mixing them with his regular clothes after his first and barely explained disaster with using the washing machine with his suit). His grades hadn't dropped or anything, but he did notice that studying had become a bit more boring than he was expecting when it came to living a regular life. The recent amount of excitement and crime-fighting had made him lose touch with some of the aspects of the real world. He was still a high-school student and that mean he had to make sure that he had a life outside the swinging through the streets and beating up baddies.

"It's amazing up here isn't it?" Peter said as the muted sounds of the city swelled and ebbed beneath them.

"Yeah. When you see the city from up here, it seems so big and small at the same time." Miles replied, "You don't really think about how many people are down there and may need help at any given time. But you think you can get anywhere so easily now."

"I hope the peace lasts." Peter sighed, more than happy with the recent pace of events "The last thing we need is more trouble."

Sable had been furious with Oscorp for developing Project Olympus beyond the prototype stage without her approval. Osborn's reputation was still reeling from the whole Devil's Breath fiasco, but now with Sable having leaked why the Maggia was suddenly so damn threatening, Osborn was about as close to exile as one could get. If this kept up, if Harry — when he got better because he had to (Peter had lost too too many people recently, he wasn't sure he could handle another) — would return to be the son of one of the most hated men in New York. Peter wished he could feel at least a bit more saddened about this, but Osborn had been causing so much pain, he deserved a lot of karmic payback for it.

But with all the good, there came the bad.

Maybe the Devil's Breath had been for a good cause, but it ended up killing so many. Oscorp had released that it was a cure that they were attempting to refine and what had happened was the result of a villain exploiting the imperfect serum, but he didn't specify anything beyond that. It had calmed some of the vitriolic hatred, but everyone had lost someone in the event, and that pain had quickly become hate. Hate directed at the man who ordered its creation and the man who had released it.

Yuri was still gone to the ground and there hadn't been hide or hair sighting of the woman since. Peter was already way past worried over the weeks, but now? He was downright terrified of what Yuri might be doing.

He had heard the rumors of a new vigilante, a lethal protector.

Followed the tapes, keeping Miles and even MJ in the dark about the recordings.

His stomach twisted at the last conversation with his friend and the things she had done.

Yuri was taking matters into her own hands and was done playing by the rules. If this kept up, he would have to take her in, a protector was fine (he was one himself), but this lethality and hate? He hoped Yuri would stop, would let this all go as he had once. But he didn't know if she could. The way she expressed pleasure and the feral joy in her voice was something he never thought he would hear and it made him sick to his stomach.

He needed to think.

He needed some time.

So peace was good, and he needed a lot of it.

* * *

Zabo observed Warren fighting with several criminals as they had been armed with guns and weapons. Warren was doing admirably well, he wasn't as acrobatic as the genuine Spider-Man when it came to fighting, he still commanded a respectable amount of strength, not to mention the fact he could shift his body into different forms based on his desires, though not without a noticeable drain to his stamina. His hand shifted between claws and hammers, spearpoints and axes, depicting different weaponry though his many tests. While the weapons he formed from his body couldn't be separated from him or stretch across the room, with his variety of options as well as webbing, he wasn't limited in the way of long-range combat. His shifts were nowhere near as malleable as the Leader of the Fantastic Four, he was suitable enough for his goals.

Zabo frowned as one goon fired off a volley of bullets that hit Warren in the side, causing blood to splatter the ground. Honestly, the man wasn't invincible, his mutagenic shift didn't cover and damage he received over the course of his battles and wouldn't seal up bleeding wounds or smooth over bruises. The man howled in rage and fired a gout of webbing at the terrified criminal before yanking him over and fastening him to the ground. The man screamed in terror as the enraged man stalked over him before raising a foot and mercilessly stomping on the man's head, killing him instantly. Warren's personality had gone from a grief-stricken vengeful scientist to a deranged psychopath within the weeks since his experiment to become a mock Spider-Man.

"How very disappointing." Zabo sighed as he watched the former scientist scan the abandoned subway station they had appropriated in order to test Warren's current abilities, "Truly, the man was much more valuable than the monster in this case."

* * *

Yuriko Watanabe sat heavily in the seat she had in her new base of operations as she rubbed her hand over her eyes, trying to wipe the sleepiness from them.

It had been a very difficult few weeks she had been holding onto as of late (with the bright spot of killing that enforcer).

Using her position she had managed to clear out where Black Cat had hidden several works of art and once cleared, she had it sealed up. Or so it said on any official file before she gone even further to hack into the police database and remove this location from any plans that were even remotely accessible.

Instead she managed to retrofit a security door that was covered in bricks and a handprint scanner that recognized her hand or a specific code. Then she moved in a high-end computer, medical supplies, technology she'd appropriated from the mobsters she killed, and munitions she had into the area and carefully organized them. With the most important things out of the way, she placed a few creature comforts like a coffee maker, a bed, a chair, a desk, several spare sets of clothing, and a small fridge for food.

She had debated whether or not to actually go that far but she figured that if she was going to go for broke on this, she may as well make it as comfortable as reasonably possible.

Then came the last piece to her new hideout, the suit.

It was nothing like the technological masterpieces she had seen Spider-Man, Adrian Tombs, or Otto Octavius create and use, but it should be enough to get the job done. She had grabbed all the tech she could off the Maggia she had killed and brutalized as well as the unopened canisters of sable tech, and promptly ran into a huge issue with her plan.

She didn't have the necessary knowledge to create the necessary equipment.

She had an idea of what she wanted, but no way to actually create it. So despite the fact she hated it, she 'commissioned' some of many scientists that were intimidated by the Maggia into making a variation on the Project Olympus enhancements (under an alias). Rather than the gauntlets and thicker armor that Hammerhead used before she shot him in the skull, she had gone for a more flexible and thinner variation that had offered increased mobility, strength for the wearer, and general armor for her body. In addition to the tech added, Yuri had managed to incorporate fasten a ballistic fiber weave that made her suit bulletproof (granted getting shot in an unarmored area would hurt but it wouldn't kill her) and strengthened ballistic fiber whips sprouting from the elbows that could be used to tie up and subdue criminals, as well as a utility belt and bandolier that allowed for weapons and tools. Smoke grenades, a combat knife, a tonfa with electrical strike points, riot-grade pepper spray, handcuffs, a basic medkit, and two sable handguns with multiple rounds. A quick purple and yellow paint job later and she looked over the suit with an air of grim satisfaction.

It was finally finished.

There was a small voice in the back of her head, cautioning her. Reminding her of who she would have to face if she continued forward with this path. She could still back out, Spider-Man would've been okay to let this slide as long as she let go of this.

No.

She needed this.

She wanted this.

* * *

Warren paced through the streets, wearing a concealing overcoat, as he rhythmically flexed his fists within his coat pockets. It had been annoying, but he had managed to shift his facial features back into his original human shape rather than his 'spider' mask. He knew he needed to avoid the attention, but it was galling to his ego. What should it matter? He was superhuman! He was the one who was going to cleanse the city of filth! Of the monsters who killed thousands!

He stared at the building where Osborn worked as he got closer and closer, anticipation churning in his stomach. According to Zabo, Osborn had been spending most of his time in his office, managing his business from there. Ever since his colossal hit to his reputation and chances at even trying to become a mayor, he had wholly focused on his business. He was rarely ever seen out in the streets as he was either in Oscorp or his suite, mostly likely to avoid the public.

"Coward..." Warren muttered, "Such a coward..."

He felt his fingers grow into claws almost instinctively before he force the features away. He smiled as he increased the pace towards Oscorp, he was going to enjoy this.

* * *

Osborn rubbed a hand over his forehead as he sat at his desk in his house.

Damn Otto.

Damn Li.

Damn everyone and everything over the past half year since Fisk's incarceration and the effects of it. What Fisk said to Spider-Man before being carted off to the Raft had come to pass, just as he knew he would. The power vacuum left had been taken over by Li, who used that to completely undermine all his hard work in running for Mayor again. Then Otto came in and compounded upon the problem and sent supervillains after all his relief centers he had been guarding with the best money could buy (which was useless against them). But his most important concern had been affected by the backlash.

Harry.

Osborn clenched his fists and bowed his head for just a moment, cursing the Devil's Breath loss.

They had been so close to saving his son!

He sighed and reclined in his chair, thinking back to the moment that he had first held his child in his arms. Such a tiny and fragile thing, but he could see the makings of a fine man even then, a true heir to the Osborn legacy. He and his friends pushed each other to greater heights and he could see the reflection of himself and Otto (though without the competitive edge and rivalry that could become hate). Then the sickness, that horrible genetic curse that took his wife and plagued him with grief as he saw the symptoms in his son. The point of hope that was the symbiotic creature from the space shuttle. It had been kept quiet and tested on before he learned of its healing capabilities and he fastened the alien to his son, watching as it kept him stable.

But that was all it was, stable.

Not stopping the sickness.

Just keeping his son alive.

That wasn't a solution, it was a bandage over a bullet-hole.

Though if he could think of any upside to this whole catastrophe of this last half-year it would be he was able to devote more time into running Oscorp. Granted splitting his time between that and being mayor had lessened his running of the company, he still had the resources and tools.

Proper utilization was all that was needed.

Suddenly he was shocked out his musings by his computer sounding an alarm. He looked to his screen to see what seemed to be the newest villain — Spidercide if J. Jonah Jameson was correct in his naming — attacking his building. He scowled in fury, could everybody not just leave him alone as of late? What the hell was up with supervillains coming to wreck his life and property? He clenched his fist as he dialed the Police and rattled the situation off in a rush. They had already been heading over, but now they knew it was a supervillain, not just a bunch of thugs with a bombs and RPG's.

Norman glared and tried to control his rage, there was nothing to come from this now but wait and hope the monster could be subdued.

* * *

"WHERE IS OSBORN?" Spidercide bellowed as he lifted a terrified worker to his face.

"I don't know!" The man whimpered, "He been working from his house today!"

"Worthless!" He screamed as he tossed the man away.

These people were all worthless, not a single one could tell him where Osborn might be and that was infuriating. Suddenly a bullet whizzed by Spidercide's head and he saw the SWAT and RAFT cars pull up behind him.

"Stay out of my way!" He howled.


	17. Chapter 17

**I feel like this chapter is a bit shabby...**

 **P.S. All credit to respective owners.**

 **P.P.S. Reviews (constructive and not insulting please) are very much appreciated!**

 **-YARN**

* * *

Peter and Miles were both caught unaware as their police cut in began to frantically call for reinforcements due to Spidercide's rampage at Oscorp.

Miles felt his hands-free buzz and said, "I can handle him!"

Peter voice was tight with concern, "Don't hold back, he's going to hit you with everything he's got and if he can hit with everything per blow, you have to give it everything you've got. I'll be there soon."

Miles gut tightened, he knew how strong he was and could easily kill someone with enough force, "Okay."

Miles route through the city had him closer and he was ready this time, he was going to hit this bastard with everything he's got. He blitzed through the city and landed just outside the ring of RAFT and SWAT that were trying to shoot Spidercide, which they not exactly succeeding either. Close quarters combat was a incredibly bad idea as the villain had no compunctions against killing innocent people; Spidercide wasn't as acrobatic as Miles or Peter by a long shot, but the way he lifted chunks of the floor to block bullets before heaving them at the surrounding officers was enough to keep from being perforated. It was also a problem that scrambling civilians were unable to leave the building if they were in the lobby on account of the gunfire and enraged supervillain. If they got caught in between — even by accident — they would — without a doubt — die almost immediately.

Miles fired a web-line at an oncoming piece of rubble and swung it around him once before launching it right back at Spidercide. The RAFT and SWAT both sighed in relief at Kid Arachnid finally at the scene and seemingly ready to fight. Spidercide punched the incoming projectile which shattered into dust and stalked out of the lobby. He sneered at the hero who was waiting for him to approach.

He may have wanted Osborn first, but he knew his presence would have drawn the arachnid heroes to him sooner or later. Besides, if Osborn wasn't here, he just had to keep the heroes away as he paid a 'house-call' to the former mayor. Kid Arachnid ushered the Raft and Swat members to evacuate the citizens out of the immediate area as Spidercide mused for a moment over how this would affect his plans.

"Hey Spidercide." Miles said calmly, "Been a while, back for round 2 of getting your ass kicked?"

"Hardly," The villain snarled, "I'm here for Osborn, you leave now child and you'll get time to at least get some goodbyes to your family and loved ones until I come for you."

Kid Arachnid dropped into a ready stance, "You really don't get the whole hero thing do you? You think I am just gonna run away because you threaten me?"

Spidercide growled and launched himself at the young hero, one of his hands transforming into a mallet. Kid Arachnid leapt out of the way as Spidercide's morphed fist slammed into the ground, pulverizing the ground into rubble. Miles twisted to land in a crouch and sprung right at Spidercide, slamming a electric fist right into Spidercide's jaw. The villain roared in pain and stumbled back before stomping his foot to propel him forward, lunging to stab Miles with a hand tuned into a spearpoint. Miles nimbly dodged the thrusts and swipes before catching the limb at the wrist — just beneath where his arm turned into a blade — and slamming an electrified palm into Spidercide's chest. The villain howled and his chest erupted with writhing tendrils that all slammed into Miles, sending him flying into side of the Oscorp building.

Miles stared as the tendrils withdrew back into Spidercide's chest, eyes wide and disbelieving.

"I learned a few things from our encounter child." Spidercide mocked, "I was too foolish in rushing in with no idea of what I was capable of. Now I am well-versed in my abilities and fully capable of controlling them. This fight will be mine!"

Miles got to his feet and scowled, "You may have gotten some new tricks, but I haven't been sitting around waiting for you to show up! Back than I held back and still kicked your ass and I haven't even gotten started yet!"

Spidercide howled in rage as he charged and Miles sprinted to meet him. Just as Spidercide launched a punch, Miles leapt over him. He flipped and fired two web-lines onto Warren's shoulders; when he landed he yanked on the web-lines as hard as he could. Spidercide was yanked off his feet sent flying into the side of a building hard enough to leave a dent and a rain of bricks. Spidercide landed on all fours and reached out, shooting a gout of webbing at Kid Arachnid, hoping to yank him into close combat range. Miles ducked out of the way of the gout of webbing and replied with a bioelectric impact web right to Spidercide's head.

It was something peter had cooked up after the whole maggia fiasco in regards to expanding Miles arsenal. While Miles had access to the electric webbing had for his own web-shooters, Peter had seen if Miles was capable of applying his bio-electricity to his webbing. The result was that his venom-blasts were able to electrify his webbing, making them cause pain to his enemies while also not exhausting his electric webbing supply. The tradeoff was that while the bio-electricity was much more painful, they did drain his stamina; Miles was still relatively fresh

The blast of webbing slammed Warren's head into the building he was in front of, causing yellow electricity to dance across his limbs as he screamed. He ripped the web from his face and launched another volley of webbing. Miles leapt away but the webs were a simple feint to force Miles into the air. Spidercide crouched before springing forward, bloodlust clear in his twisted grin. Miles fired a webline to yank himself to the side but Spidericide snagged his leg and slammed him into the asphalt before punting him clear across the street into Oscorp's destroyed lobby. Miles rolled like a rag doll with with the force and still skidded back from the force of the strike when he managed to control his tumble. Miles grunted as he pushed himself to his feet; he felt the bruises purpling over his ribs and back, Spidercide wasn't joking when he had said he was far more in control of his abilities.

Spidercide was already sprinting at him and lunged, hands morphing into claws as he bore down on Miles. Miles scowled in frustration as Spidercide boxed him in the confined area; he knew that he couldn't gain the distance he preferred in this space the villain in this space and by the knowing smirk on Spidercide's face, he knew it too. Spidercide began to throw out punches and slashes with his mutated arms, forcing Miles — with a heavy reliance on his spider-sense — to contort and flip inside the small space in impressive ways to keep from being killed. Ducking under a gout of webbing, Miles pushed aside a fist before his spider-sense screamed and he bent completely backwards to turn a upwards swipe that would have gutted him four long slashes across his chest. Miles blanched at the attack and used a roundhouse bioelectric kick to send Spidercide stumbling back before using his webbing to wrap the bleeding cuts on his torso. Spidercide smiled with sadistic glee at the blood already speckling through the webbing that was now wrapped around Kid Arachnid's chest.

"I told you." He said triumphantly, "I would kill you."

Miles scowled and took a deep breath; he wasn't without his own tricks and held out a both hands and fired.

Spidercide was blasted point-blank by two simultaneous concussive waves and flew right out the ruined door back into the street.

* * *

Peter swung through the streets in time to see Spidercide flying through the ruined lobby of Oscorp, trailing flickers of electricity and smoke. Peter didn't pause to admire Miles' usage of his newest gadget had used and used a ground-pound to smash Spidercide into the streets. Spidercide coughed and hacked up a mouthful of blood as Spider-Man struck him, bruises blooming on his back and chest. Spider-Man flipped neatly through the air and landed on his feet, hands on his hips as he finally met his imposter in his full capacity. His only interaction with the man was the time he had been battling Miles and just now as he smashed him into the earth. When Peter saw Miles stumble out of the ruined lobby with red-splotched webbing wrapped around his chest, a dark and deep fury welled up within him. He felt Viri ripple within him in response to his anger and struggle to try to bubble to the surface of his skin and wrap him in the symbiotic suit.

" _Peter..." Viri whispered, voice low and almost raspy, "Calm down, or we might lose it!"_

Peter tried to quell the rising anger in him, but even then if still leaked through his connection to Viri, incensing to both of them.

"Hello Spidercide." He growled, his voice intertwined with a guttural rasp he didn't know he was capable of making, "We haven't been properly introduced, I am the guy who's going to kick the crap out of you. I could go on a laundry list as to why, but I think the most important one is you just hurt my friend."

Spidercide groaned as he rolled out of the crater, this was too much for him.

He was not capable of beating Spider-Man and Kid Arachnid together, especially not while hurt. He wasted too much time in his overconfidence and enjoyment in terrorizing the people working for Osborn and fighting Kid Arachnid. He forgot entirely about Spider-Man in his bloodlust and now that he was facing the two of them, he knew his chances to win were non-existent and his chances to escape were shaky. He couldn't (wouldn't) beg for forgiveness and any plan that involved running from the spiders to live another day wasn't going to be an option.

But he didn't plan on simply running to live, he had a target.

He had gotten some practice in when it came to web-slinging as he knew it was the most efficient way to get around with his new powers. He hardly had the acrobatics he had seen Spider-Man display, but he didn't need it.

He just needed a few seconds and a decent head start.

In a mirror of his first fight with the spiders he slammed his hands into the earth, but rather than open a hole a ground to escape, he force his fingers into tendrils and ripped them up in a shower of rubble directed at the two heroes. Spider-Man leapt and Kid Arachnid both leapt away from him as his display forced them off.

In the moment it took the spiders to recover, Spidercide fired a web-line and took to the skies, swinging as fast as possible towards Osborn's penthouse.

* * *

Otto watched the screen in the common area in delighted awe as Spidercide's attack on Oscorp — demanding Osborn to come and face him — was displayed in vivid detail in the lunch hall. This was all he wanted, Osborn carefully crafted empire to come crashing down around him. It was unfortunate that Kid Arachnid — as the newest spider preferred to be called now rather than his former moniker of 'Ricochet' — had been caught up in trying to stop Spidercide and was wounded, but clearly Spidercide saw what he had seen! He was capable of punishing the monster that hid behind the 'esteemed' Osborn face! This spider may be the one capable of doing what Peter had refused. However, when Peter arrived to pound Spidercide into the ground (literally), Otto couldn't help but clench his fists and growl in anger.

'Dammit Parker.' He seethed, 'Why can't you see Osborn for the monster he is? Why are you always getting in the way of true justice?"

* * *

Having lived in New York all his life, Warren was very well versed in its layout, and ever since he had been swearing vengeance for the death of his wife and daughter, he'd obsessively made sure he knew where Osborn lived. Swinging through the city was hard, especially since he had never tried to do it while trying to outpace a furious spider-themed hero who had years of experience on him only let said hero tag hime with a blow every time he misstepped. Even then, his rage kept him moving, and the smallest of mercies was that Kid Arachnid was not pursuing him as fast as possible due to a sharp order from Spider-Man to stay back since Kid Arachnid refused to completely leave.

Either way, he had a destination in mind for the battle, and as he swung towards it, Peter eyes widened.

Osborn's penthouse.

He was going after Osborn.

Why?

With Otto and Li, it was obvious. Otto had disagreed with the tests and after leaving Oscorp, he was constantly oppressed and stepped on by Norman. Martin Li had lost his parents to an outburst of negative energy caused by Norman's testing.

But what was Spidercide beef with Norman?

* * *

Norman Osborn hated to admit it, but Spider-Man and his protege were proving to be very beneficial when it came to helping him as of late. While they had caused another PR nightmare in regard to the death of Hammerhead and Osborn's involvement in Project Olympus (which was really more Sable's fault than the arachnid hero), Spider-Man's actions during the Devil's Breath Plague had saved him a not inconsiderable amount in the way of money, resources, and popularity in saving his relief centers. Despite him feeling that he could achieve it, Osborn had given up in replication of the hero's abilities. While they would be useful, Spidercide's marked and observable descent into insanity and violence had him shut down the idea. He had seen the abilities and knew that this was the same man who had robbed his labs before Hammerhead's bid for power truly began. As it stood, Osborn didn't need insanity to add to the current charges leveled against him. However, Spider-Man driving off Spidercide from Oscorp had interested Osborn quite a lot. Perhaps he should extend a job offer as security to Spider-Man? Every person had their price, did they not?

It was right then a colossal sound of shattering glass and snapping wood broke Osborn violently out of his musings.

"OSBORN," a voice bellowed, "SHOW YOURSELF!"

Oh hell.

* * *

Peter swung towards Spidercide with both feet, plowing him into the floor and rolling off of him before the floor collapsed beneath him. Miles landed a second later, sighing in slight pain as his cuts throbbed. His healing was accelerated, but he wasn't like Wolverine or Deadpool — someone he hoped he never had to deal with considering some of Peter's tales of the 'Merc with a Mouth' — who could have their wounds seal shut within seconds or survive the most devastating of injuries. Peter noticed Miles' discomfort and sighed himself, Miles didn't need to prove anything, but he was oddly fixated on being the one to defeat Spidercide. Maybe because it really was the first time he took on a super-powered villain and he needed to know if he was capable of beating them. Either way, it was a thought for another time.

"Kid, find Osborn and get him out of here, keep him safe!" Peter instructed as the Spidercide pulled himself from the floor.

"You won't save him!" Spidercide screamed, claws slashing at Spider-Man "I will kill him!"

"I won't hesitate to say he does deserve a beating for Devil's Breath at least." Spider-Man replied as he weaved through several slashes, "But why do you hate him so much? And what is you anger at me all about?"

"It's your fault my daughter and wife are dead!" Spidercide howled, "It's Osborn's fault for even creating Devil's Breath! And it people like Octavius, Li, Rhino, Vulture, and Electro for causing chaos and stretching the supplies needed to save them from ever coming!"

Spider-Man's eyes widened as he flipped away from an upward slash and landed a few feet away, "You lost them in the plague."

Spidercide's fury was all the answer he needed, but he responded, "I did. The two people who were my entire world were ripped away from me by your inability to save them."

"I did the best I could!" Spider-Man protested, "The serum was created literally a day before I fought Octavius at Oscorp's tower! I fought him as soon as I was sure I could win against him!"

"I don't care!" Spidercide roared, stepping forwards, "You never lost anyone! It's easy for you to spit platitudes and condolences! You haven't suffered as I have!"

A wave of cold washed over Peter as Spidercide's words hit him.

Fire twisted in his veins as anger began to fill him.

He hadn't lost anyone?

The people over all eight years as a hero he couldn't save.

The innocents.

The guilty.

Doctor Connors.

Otto Octavius.

His actual parents.

Uncle Ben.

Lastly...

Aunt May, vial that would save her but damn everyone else in the city. A decision that left to him that tore his heart in two as he was force to let his Aunt — practically his mother — succumb to the sickness when he had the cure in his hand. Viri squirmed and began to bleed through Peter's skin as Peter fury and painful memories bled into its head, overriding both of their shared control. The symbiote started bubbling through the Iron Spider suit to cover Peter, but the changes didn't stop there. Rather than the regular suit molding to match Peter's physique, he suit began to bulge with muscles as the mask split open to reveal a mouth filled with jagged teeth and a long almost lizard-like tongue. His body grew as he was suddenly just a bulky if not more so than Spidercide.

"What?" Spider-Man whispered, his voice a raspy growl rather than his normal tone, "You think I didn't lose anyone?"

Spidercide abruptly began to step back as the perpetually joking hero body had changed and went quiet and his growing anger began to radiate off of him.

Spider-Man — or whoever and whatever this thing was — fists clenched as he began to stalk towards his imposter.

"You've got no idea how many people I lost, the pain I feel because I wasn't strong enough to stop their loss." It growled, "Maybe I should show you."


End file.
